The Measure of a Man
by Tweek-23
Summary: In the wake of terrible personal tragedy, Peter Parker faces his demons, and while Carol tries to help him through, it will ultimately be up to Peter himself to find his way back. Part Two of the "Doomed" Trilogy.
1. Chapter 1

**_Hello, friends, and welcome to the first chapter of the sequel to "Doomed." If you haven't read that story, I'll try to fill in the gaps, but I really recommend reading it in order to understand everything going on here. Please read and review, I'd really appreciate it!_**

**_Disclaimer: All characters owned by Marvel_**

_"__The measure of a man is what he does with power."_

_-Plato_

**Chapter One**

Carol Danvers walked through the ship's corridors, her boots clomping on the metal floors. Chewie, her cat (which was not, as it turned out, an actual cat) followed at her heels, a soft purring rumbling from its belly. She sat in the cockpit, the ever-expanding vista of space stretched out before her, and leaned back in the seat to admire the view. She loved the stars, especially how different they looked compared to their appearance from Earth. In her ship, it wasn't a black dome covered in thousands of tiny blinking lights; instead, they were everywhere, above, below, behind, to the sides, and in front. The massiveness of it, the absolute and complete _freedom_ out there, was what drew her up every time she'd looked at the night sky.

Chewie jumped into her lap, bumping her hand with its head, and Carol petted it around the ears before firing up the engines and grabbing the yoke. Her eyes scanned the console, checking the instruments, but paused over an image clipped from a Coney Island photo booth. Peter was laughing, looking right at the camera, though his eyes were squeezed shut. In the picture Carol was nudging his neck with her nose, grinning into him, her arms wrapped around his shoulders and holding him tight.

Carol ran her fingers over it once, and it clicked a sound like a playing card in bicycle spokes with each tip that grazed its surface. She thought it was a little old school; she could pull out her phone and see any number of pictures of the two of them together, but having this—a physical photograph taped to her ship's console—reminded her not only of her Air Force days, but also of what made Earth shine brighter than all the stars surrounding her.

_Happy ten months, Pete._

A small tear welled in her eye. She didn't miss people easily, but she missed Peter Parker. There were others, of course—she missed Jessica and Steve too—but every time she woke up on that ship without a heart beating beneath her ear, it took her that much longer to crawl out of bed.

The thought took her back to the last time she'd seen him.

**XXXXXX**

"Do you have to go?" Peter asked.

They were standing in the hangar inside Avengers' Tower, next to the _Milano_. Star-Lord and the rest of the Guardians of the Galaxy were waiting in the ship, giving them a respectful few moments. "_Have_ to?" Carol asked. "As in, will I die if I don't? I suppose not." She smiled at him. "But Quill says they need my help. Something's going on with the Brood, and you know better than anybody what they put me through."

Peter nodded. "I know, I know," he said. He sighed, and took her hands. "Just promise me you'll be careful, okay?"

She stared at him for a second, tilted her head. Something was off. "Peter," she said. "Look at me."

He glanced at the bottom of her chin.

"Peter Benjamin Parker," she said. "Look at me." He raised his head, and she saw the wrinkles in his forehead, the strain he was putting on his eyes so they would stay dry. "What's wrong?"

He sighed again and turned his head from her. "I just know how much you love outer space," he said. "If you wanted to spend some time out there, I don't want to tie you down to Earth. Or, y'know, keep you from other opportunities."

Carol's eyebrows knitted together. "What other opportunities?"

Peter's head flicked toward the spaceship. "Well, I mean, Star-Lord's got that whole 'ruggedly handsome' thing going on," he said.

"Quill?" Carol said, scoffing.

"And Drax is huge," Peter said.

"Too big, not enough flexibility," Carol replied, smirking.

Peter grinned, "And there's always Rocket Raccoon," he said.

"That's a possibility, he is funnier than you," Carol said.

Peter frowned a little over-dramatically, but pulled her close and hugged her. She played her fingers in a circle on the back of his neck, enjoying the feel of his hair. "You're not tying me down," she said. "You're my reason to come home."

**XXXXXX**

Just over six months had passed since then, six months since she'd heard one of his stupid jokes, or taken his broke-ass out to dinner. Six months since she'd been woken up in the middle of the night by him crawling through the tower window, having heard some crime or another in progress down on the streets. Six months since she'd watched him sleep, her fingertips grazing the mass of scars on his back, a reminder of how much he gave, and was willing to give, because he cared for her.

Carol reached into a makeshift glove compartment on the side of the console and pulled out a stack of letters. There were few, one from Jess, another from Logan, one signed by the Avengers wishing her luck on her mission with the Guardians. But the bottom one was well-read, the folds wrinkled several times over. Peter's chicken scratch covered the paper, but Carol could practically read the letter from memory, now.

"Hello, Lady," it said. Carol grinned at that. The first words he'd ever said to her. The only person she let call her that. "I know you haven't been gone that long, but I wanted to make sure I wrote you, since Cap and the others said they had been getting letters to you. I think Jess and Logan are ready for you to come back just so they won't have to listen to my jokes as much. Hulk's threatened to smash me more than once if I don't shut up, so I think it's in everyone's best interest if you get home sooner rather than later."

She smiled, and scanned further down the page.

"I'm not trying to pressure you or anything, though," it continued. "I know what you're doing up there is important. Obviously if the galaxy gets blown up, I won't have a Manhattan to mope around in without you here."

Carol turned the paper over.

"You know what's funny? I've spent a lot of time looking up at the stars lately, and I could swear that they're brighter. See, here's the thing: I'm a smart guy. I know the science. Hydrogen and helium coming together in fusion, generating life-sustaining light and heat and radiation. The only way they could be brighter is if they were going supernova. But that's how they seem. And then I figured it out."

Carol wiped a tear from the side of her face.

"They're brighter because you're out there, among them. I look at the stars, and they're shining because that's where you are. And it makes me smile to think that I could just look up at random, and that I could be seeing you, billions upon billions of miles away from me."

Carol folded the letter back up, and stuck it back in the compartment before finishing the last lines herself.

"I miss you. I hope I see you soon. Peter."

Suddenly determined, Carol punched some buttons on the yoke. "Quill!" she said. "Can you hear me?"

The stubbly and exhausted face of Peter Quill came into view as he switched their call from audio to video. "What's up, Carol?" he asked.

"Do you need me for anything?" she asked.

Star-Lord shook his head. "Not at the moment, I don't think. Gamora!" Quill turned his head and shouted into the back of his ship. "Do we need Carol for anything?"

A disembodied female voice came from the screen. "We haven't needed her for weeks, you ass," Gamora said. "You've just been keeping her around because you don't want her to go home and not come back."

Quill jumped out of the seat and walked to the hatch. "That is completely untrue!" he shouted back, kneeling down to the hole.

"Oh, please," Rocket said, stepping into view of the camera. "You've been trying to snatch the lady away from her man since the day she joined up. Something about 'the wrong Peter.'"

"I'm being falsely accused!" Quill said, jumping back into his chair.

"I am Groot," said the nearly eight-foot tall tree-man.

"Don't you start in on me too, man," Quill said. He turned back to the screen to see Carol with her arms crossed over her chest, and her eyes burning yellow. "Anyway, in answer to your question, no, I don't think we'll be needing your help for a while."

Carol started flipping switches. "Good," she said. "Then I'm heading home."

Quill tried to speak, but Carol cut the connection before he had the opportunity. She fired the engines to full and pulled up the nav-computer, setting the coordinates for Earth. A smile crossed her lips as she stepped away from the console. She walked to her bunk and laid down, eager to get a good nap in before setting her feet on terra firma again.

**XXXXXX**

Surprisingly, Carol almost made it out of the hangar before being pounced upon by her best friend, Jessica Drew. They hugged for a long moment before Jessica let her go. "I'm so glad you're home," she said, pulling back from her friend. "This isn't just a visit, right? You're back for good?"

"Yeah," Carol said. "Star-Lord can get someone else to help him fix his messes from now on."

"Awesome!" Jessica said, walking with Carol out of the hangar, heading toward Carol's quarters. On the way, they passed Logan, who exchanged a hug and "glad to see you's" with Carol before continuing down the hall. "So what's the plan now?" Jessica asked as they entered Carol's room.

Carol walked over to her closet and pulled out a striking black halter-top dress and a pair of black pumps. "Now," she said, smiling, "I'm going to see my Spider-Man."

The color drained from Jessica's face, and she had to sit down on the edge of the bed.

"Jess?" Carol asked, gripping her friend's shoulders. "What's the matter? What's wrong?"

Jessica looked up at her friend, then shook her head. "Nothing, sorry," she said. "I've just been tired lately, feeling a little sick."

Carol let go of Jessica's shoulders, but didn't back away. "Are you sure?" she asked.

Jessica nodded. "Yeah," she said, standing. She stepped through the door, but popped her head back in just before closing it after herself. "Just… I wouldn't get dressed to the nines to head over there, okay?"

The door clicked shut as Jessica left, and Carol shook her head. Something was wrong, but she couldn't quite place it. She decided against Jessica's advice, though, and slipped the black dress over her head, pulled the heels on her feet, and flew out the window.

**XXXXXX**

When Peter wasn't staying at Avengers' Tower, he had an apartment in a shoddy neighborhood in the city. It was fairly well located, in terms of getting out and stopping crime, and Peter kept it decently clean, but otherwise the place was kind of a hole. The only reason he and Carol had ever stayed there at all was when they wanted total privacy. After confirming that Peter wasn't in the tower by flying past the darkened windows of his quarters, Carol flew to his apartment, pleased to find the lights on and his silhouette moving behind the curtains.

She shot up the staircase, reaching his third-floor apartment in seconds. She took a moment to compose herself, set her short blonde hair properly, get the right angle with her legs. Then she knocked on the door.

It opened with a creak, and there he was, his brown hair slicked back slightly, dressed in a shirt, vest and tie. He blinked at her several times, like he didn't recognize her, before his mouth opened to speak. "Carol," he said.

No, no, no, that wasn't his voice. It _was_, but that wasn't him. That wasn't his inflection, that wasn't his tone. He wasn't happy to see her, he wasn't passing out or jumping for joy or throwing his arms around her and kissing her madly. He was just staring at her, cold, calculating, like she was an "x" he was trying to solve for.

And then a voice came from inside the apartment. "Slick, you better not have ordered take-out when you have me to cook…"

A woman.

A pretty, albeit short, woman, turned the corner and stood next to him. "Who's this?" she asked.

Peter looked down at the woman, and his mouth gave the smallest of smiles, and his eyebrows turned up a bit, but even that didn't feel right. When he looked back at Carol, all of that was gone. Just the stern, mathematical look from before remained. "An unexpected friend, paying me a visit," he said. He gestured toward Carol. "Anna Maria, this is Carol Danvers. She worked under Jonah for a time." His hand moved down, to the woman. "Carol, this is my girlfriend, Anna Maria Marconi."

Girlfriend.

Girfriend?

"Anna Maria, would you mind giving Carol and I a few minutes?" he asked. The woman shrugged her shoulders and stepped back into the apartment, and Peter closed the door. "I apologize," he said as soon as it was shut. "I should have realized there was a possibility my missive would not reach you before you returned to Earth."

Carol wanted to speak, but she didn't know where to begin. She wasn't even sure she was being addressed by the same man she'd left six months prior.

"Shortly after you left, I decided to finish my Ph. D.," he continued. "I met Anna Maria in one of my classes, and, well…" he shrugged. "I wrote to you, to inform you of the alteration in our relationship, but I suppose it was too late."

Carol's body finally responded, and she slapped him across the face. At least, she tried to, but he moved before she connected. His Spider-Sense must have warned him. What was surprising, though, was how he grabbed her wrist as it passed, and looked at her with venom hiding behind his eyes. "I understand that this may be difficult for you," he said. "But I'm with Anna Maria now, and that's not going to change."

Peter let go of her wrist, and it dropped to her side. Then he extended his right hand. "I hope we can get past this, and continue to work together as Avengers and comrades," he said.

Carol took his hand mechanically, bobbed them together up and down once, and the first words she managed to speak escaped her mouth. "Of course," she said. "I understand." She started to wonder if this had been her fault. If she'd left him alone for too long, if she had never left at all maybe this wouldn't have happened.

Then Peter tried to turn back into the apartment, and his fingers stuck.

Carol looked down at their hands, then back up at him. He had to pull with his other arm in order to separate his fingers from her palm. "I apologize," he said. "Sometimes it just happens."

As he walked back into the apartment, Carol's eyes burned white. Because there was one thing she knew for certain.

That was _not_ her Peter Parker.


	2. Chapter 2

_**A/N: Hello, friends, and welcome to Chapter Two! I apologize that it took me this long to update, but I really needed to get the feeling of this chapter right. Thanks so much for reading, please take a moment to review, and I promise updates will be coming much faster from now on. Also, if you have a chance, please go check out the first chapter of my Batman story, "Winter's Grasp."**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Two**

Jessica was sitting on the couch in the common room when the front doors exploded. Rather than ducking for cover, however, she simply walked over to the doorway and handed Carol the glass she was holding. "Here," she said. "I'd offer you wine, but I know you'd take it."

Carol took the glass and gulped the water down in one drink. "Where is everybody?" she asked.

"We're a little sparse on people at the moment," Jessica said, walking back toward the common room. Carol followed after, her pumps clomping on the tile with each step. "Cap and Tony are off doing a thing, Thor's back in Asgard for a while. It's really just you, me, Logan, Clint, Nat, and Cage. And Peter, of course."

Carol set the empty glass down on a table and pulled her Avengers' I.D. card out of her purse. "Avengers assemble!" she said, pressing the "A" logo on the card.

"What's wrong?" Jessica asked. "At least enough that you'd call in the whole team?"

Carol ignored her. Instead, she focused her energy and summoned her uniform, which materialized just before everyone walked into the room. "Hey, Carol," she heard Luke Cage say. "Good to see you. How was space?"

"Sit," Carol snapped, a bit harsher than she intended. Cage gave her a wary eye but obeyed, plopping onto the couch next to Jessica. The other Avengers arrived shortly thereafter, each exchanging pleasantries with Carol, each getting the same harsh look as they sat around the room. Once everyone was present, Carol continued. "Now then," she said, "Maybe someone would like to explain to me what the hell happened while I was gone?"

Cage straightened himself on the couch. "What do you mean?" he asked. "We've been a little busy lately."

Carol rubbed the back of her neck. "To Spider-Man," she said. "What happened to Peter?"

She saw the lightbulbs go off in all their heads at once. Several of them exchanged sideways glances, but the room was silent for a few moments. "We wanted to write you," Jessica said finally. "But Peter told us he would take care of it himself. He said it was only fair."

"Guys, I'm not talking about his new girlfriend," Carol said. "I want specifics. What have you all been getting into these past few months?"

"Well, for the first month or so after you left, we didn't really see him that much," Cage said. "When we did, it was only for a few minutes before he walked to his room and crashed."

Clint nodded. "Yeah, I remember that. He was dog tired all the time."

"Then there was the incident with Octavius," Natasha said.

"What incident?" Carol asked. "What happened?"

Logan cracked the seal on a beer can. "Doc Ock was dying," he said. "He convinced the U.N. that he could save the world before he died, use some kinda satellite net to fix the ozone layer and stop global warming or somethin'."

"Did you guys go after him?" Carol asked.

"We did at first," Cage said. "But he'd reformed the Sinister Six, and they got the drop on us. Managed to take everybody out like it was nothing."

"Everyone save for Peter and myself," Natasha said. "With some help from a friend of his, Silver Sable."

Carol nodded, and Natasha continued. "After that, with the rest of the team captured and S.H.I.E.L.D. and governments worldwide after us, the three of us managed to stop Octavius from using his solar net to destroy the world. However," Natasha paused for a moment. "Silver Sable died in the attempt."

"What happened to you guys?" Carol asked.

Clint tapped his temple with his finger. "Ock put some kinda mind control robot on our heads. Nat and Pete had to fight all of us."

Carol snapped her fingers. "There it is," she said, pointing at Clint.

"There what is?" he asked.

"My answer," Carol replied. "Peter's being mind controlled."

Clint scoffed at her. "Look, Carol, I get being upset that Peter moved on while you spent half a year in space," he said. "but I never thought you'd jump to something like that."

In a second, Carol had Clint hanging in the air by the front of his shirt. "I told you once, this is _not_ that," she said. "He's an Avenger. And I'm telling you, he's in trouble."

Cage stood from the couch and put his arm on Carol's shoulder. "Put the man down, girl." Carol lowered Clint back to the sofa. "Even if you're not upset about Peter's new girl, he isn't being controlled."

"How do you know?" she asked.

"Ock's dead," Logan said. "Died trying to break out of the Raft."

Carol dropped into a lounge chair across from them. She ran her hands through her hair, her elbows resting on her knees, her eyes staring at the floor. "It has to be something," she mumbled.

Clint popped up from his seat. "Can't believe you're making such a big deal out of Peter leaving you," he said, heading for the exit. "I always thought you could do better anyway."

Cage stood and started to follow, but Carol raised her head. "Luke," she said. "How many times has Purple Man messed with you? Or your wife? And you're telling me you don't think something's wrong with him?"

He turned back for a second. "After he nearly beat two Internet pranksters to death for embarrassing him, yeah, I thought something was off," he said. "But we checked him out, Carol. He's not a Skrull, or a shapeshifter, or a robot, or anything but Peter Parker. I'm sorry." Cage walked to the door, but paused with his hand on the frame. "I honestly wish he weren't. For your sake."

Carol turned her head. "Logan, you've got to see that something's wrong here. You and I have had our minds scrambled so many times we're lucky we can see straight."

Logan took a swig of his beer. "He smelled right," he said.

"He _smelled _right?" Carol shouted, leaping out of the chair. "Are you kidding me?"

Logan looked her in the eyes. "You didn't see him, Carol," he said. "You were gone. And you know Pete. As much as any of us tried to convince him otherwise, he was sure that you'd left him. Taken off for outer space."

Carol sat back down. "He threw himself into the job," Logan continued. "When Luke and Clint said he was dog tired all the time, they weren't kidding. We thought he was busy busting street crime before. But after you left, other than the webs all over the place, New York had never been so clean."

Natasha stood up. "And then Octavius tried to destroy the world," she said. "His own hubris desiring the end of his 'inferiors.' Peter the only one who could see the truth. The whole world turned against him, governments worldwide hunting him down, and then, just before she died protecting him, Sable told Peter she had feelings for him."

Carol pinched her nose with her thumb and forefinger.

"Not a week later Octavius died in prison," Jessica said. "You know how this goes, Carol. Even though it's not ideal, sometimes these relationships we have with our villains are stronger than the ones we actually want to have."

Logan walked over and put a hand on Carol's shoulder. "For what it's worth, I believe you," he said. "I do think something's wrong with him. I just don't think it's anything unusual. I think he snapped."

Carol rose slowly from the seat, brushing Logan's hand away. "How can you think that?" she asked.

"Because something is off with him," Jessica said. "It just doesn't seem like any of the usual things when one of us is being controlled by an enemy. With Peter's power set, he could sneak into this building completely undetected and kill nearly all of us without us ever even knowing he was here. Instead, he's just become a bit more aggressive, both in his crime fighting and in his life."

Carol turned to Logan. "You say you believe me? Help me prove it," she said. "Call Emma. Get her to use Cerebro to read his mind, find out if it's really him or not. If it is, and he's just not the same man anymore, I'll leave it alone."

Logan shook his head. "Me an' Emma ain't exactly on speaking terms right now," he said.

Carol turned to Natasha. "Do you believe me?" she asked.

"I do," she said. "I thought he was just upset about all the death around him. But it's something more than that. However, I know what you would suggest, and I don't think spying on him would be helpful. Not to mention that his Spider-Sense would inform him of it before we learned anything useful."

Carol's eyes fell to Jessica. "You tried to tell me something was wrong before I went to see him," she said. "What should I do?"

Jessica thought for a minute before she pulled out her phone. "I've got it," she said.

"What?"

A small smile crossed Jessica's face. "We're making a doctor's appointment."

**XXXXXX**

Carol plopped onto the edge of her bed, her feet aching. Her Captain Marvel uniform faded, leaving her once again in the black dress and pumps. She kicked off the shoes and untied the dress from behind her neck, letting it pool around her feet on the floor. She stepped over to her dresser and removed a t-shirt and pair of pajama pants, then slipped them on.

She heard a knock at the door, and Jessica stepped through. "Doc''ll be here soon," she said.

Carol sat back on the bed. "Thanks," she said.

Jessica sat down next to her and wrapped an arm around her shoulders. "I'm sorry, Carol," she said, letting her friend's head fall on her shoulder.

For the first time, Carol let the tears flow.

She knew something was wrong with him, she _knew _it, but she couldn't help but feel like this was her fault. "I never should've left," she said.

Jessica just rubbed her shoulder. "It's okay," she said.

"It's not okay," Carol said, pushing away from her friend. "It's not okay at all. I left him here."

"He could handle it," Jessica said.

Carol jumped off the bed. "Obviously not!" she said. "If I'm wrong, then everything that's happened to him, it's my fault!"

"No it isn't," Jessica said, standing. "He's a grown man, he makes his own decisions. And his own mistakes." She shook her head. "Honestly, though, I _do_ hope you're right."

Carol sat back down. The room stayed silent for a moment while she shook her head. "The way he looked at me, Jess," she said finally. "I've never seen eyes so cold."

"Was it like he didn't know you?" Jessica asked.

Carol shook her head. "No. It was like he knew me and didn't care."

Jessica grabbed Carol's arm and pulled her up. "Come on," she said. "Let's go wait for Doc."

They walked back to the common room, where they found their guest already waiting for them. "Ladies," Doctor Strange said. "How may I be of service?"

Carol walked up to Strange and wrapped her arms around his shoulders. "It's great to see you, Doc," she said.

"And you," Strange replied. "I trust you enjoyed your time with the Guardians?"

"It had its ups and downs," she said.

They sat on the couches around the room, Carol taking a seat in the lounge chair across from Strange and Jessica. "What can I do for you?" Strange asked.

Carol looked to Jessica, who nodded, before replying. "We think something's wrong with Peter," Carol said.

Strange ran his fingers over his goatee. "Go on," he said.

"He's not acting like himself," Jessica said. "For the past few months, he's been really pushing the envelope with how he's handling criminals. Nearly beat some kids to death, had spider-bots patrolling the city for him."

"Perhaps he is just being proactive rather than reactive?" Strange said.

Carol raised her head from her hands. "His fingers stuck."

They turned to her, their eyebrows upturned. "What do you mean?" Strange asked.

Carol sighed. "His fingers stuck to my hand. When I went to see him a few hours ago."

"Isn't that kind of normal for him, though?" Jessica asked.

"No," Carol said, shaking her head. "Not unless he wants it to be."

"What's your point, though?" Strange asked.

Carol brushed a strand of hair behind her ear. "He acted like it was an accident," she said. "And it can't be. When he sticks to something, he has to want to. He has to _force _his body to adhere." She stood, looming over Strange. "So whether he's just being proactive or not, his hand shouldn't have stuck to me if he didn't want it to."

Strange stood as well. "And if he wanted it to, why would he act like it was an accident."

"Exactly," Carol said.

Crossing his arms over his chest, Strange took a few steps to the side, his head toward the floor. "So what is it you want from me?" he asked.

"I want you to look into his head," Carol said. "I don't think that's Peter at all. At least not my…" Carol paused for a second, swallowed, exhaled a shaky breath through her nose. "Not _our _Peter," she finished.

Strange turned back to her, his brow furrowed. "It'd be much easier if you got a telepath," he said. "Why not call Ms. Frost?"

"We went down that road already," Jessica said. "Logan apparently did something wrong again."

Strange sighed. "Of course he did," he said. "I can do it. But I don't know if I should. It's a huge violation of his privacy."

"Doc," Carol said, "If someone else is controlling him, or put a magic whammy on him or something, he doesn't have any privacy left." She gripped him by the lapels of his open coat, the golden glint off the Eye of Agamotto shining on her face. "Stephen, please," she said. "I need to know."

Strange grabbed her hands. "Alright, Carol," he said, lowering them. "I'll look. Quickly."

"Thank you," Carol said.

"I'll need to return to the Sanctum Sanctorum to prepare," Strange said, his hands beginning to glow blue with mystical energy.

Carol grabbed his wrist. "Let me come, please," she said. "I won't get in the way, I swear."

Strange gave her a sideways smile, then stuck out his elbow. "Hold onto me," he said.

"I'll be back when I've got news," Carol said, turning to Jessica.

"We'll be ready when you need us," she said.

Doctor Strange lifted his free arm, and spoke words in an ancient dead language Carol didn't even try to understand. But in a flash of blue light, the leather couches and modern amenities of the tower were gone, replaced with floating candles, wood panel floors, and a bald young Asian man standing before them, holding a bowl of soup and a soda. "Master, your dinner is ready," Wong said before turning to Carol. "Ah, we have guests. I will prepare another bowl."

"That's not necessary, Wong," Strange said. "Ms. Danvers and I have work to do."

Wong bowed. "As you wish, Master," he said. "I will keep this ready for you."

Strange walked to the carving of a large circle in the middle of room, sitting before a circular window with several intersecting arches in the pane. The shadow of the arches, combined with the runic etchings in and around the edges of the circle, gave Carol an unwary feeling. It was something she couldn't place, but she knew she wanted to stay out of that circle.

Strange, however, stepped right in and sat down, crossing his legs and resting his wrists on his knees. "This shouldn't take long," he said. Looking up at Carol for a second, he asked, "Are you going to be okay?"

Carol crossed her arms under her chest and nodded. "I just need to know, Doc," she said.

Exhaling through his nose, Strange closed his eyes and began to whisper. The room filled with a breeze, which quickly rose to the howling of a night wind. Strange's eyes popped open, glowing blue, and the wind stopped. Carol knew that he'd crossed over to the astral plane.

Now all there was to do was wait.


	3. Chapter 3

_**A/N: Hello, friends, and welcome to Chapter Three! See. I promised. Updates faster. Anyway, hope you guys enjoy, and please don't hesitate to read and review!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Three**

"Of course his mind looks like this," Doctor Strange said.

Stretched out before his eyes, Strange saw nigh-infinite strands of a giant web, crisscrossing and interlocking, spiders of thought moving along the lengths of the threads. A new line appeared over his shoulder, and Strange turned to follow the spider that crawled past him. The web attached to the knob on a wooden door, which Strange knew was his exit from Peter's consciousness. Unlike a telepath, who could enter and exit another person's mind at will, Strange was forced to use his magic to create cues that would tether his astral form to the real world.

Turning back to the massive web before him, Strange stepped down into the stream of consciousness, following the cords toward their epicenter. He took deliberate steps, careful not to disturb the strands that were now all around him. Ducking underneath a heavier thread, Strange turned a corner, and found himself face-to-face with the center of the web.

Which sat empty, the cobwebs flowing free in a mental breeze.

"Well, that's not right," Strange said.

He found himself falling backward, something pulling on the end of his coat, and he tumbled into the shadows behind several thick web-lines. Strange fell hard on his back, hands gripping his lapels, pulling his face up to stare into ghostly translucent and frantic eyes.

"What are you?" Peter asked, his brow furrowed, a right fist cocked back. "Are you just taunting me now?"

Strange raised his hands, palms forward. "Peter, it's me!" he said. "Stephen Strange!"

Peter didn't lower his arm, but his brows went from furrowed to upturned. "Why should I believe you?"

"Carol sent me," Strange said, swallowing hard, his eyes focused on Peter's fist.

His fist dropped, grabbed Strange's other lapel and lifted him off the floor. "Don't you mention her name to me, filth," he said through his teeth.

"I'm telling you the truth," Strange said. "Peter, I promise you, it's me. Doctor Strange."

"Prove it," Peter said, his eyes boring into Strange's forehead.

Strange swallowed again. "Carol told me your hand stuck to hers," he said. "When she came to see you. A few hours ago."

Peter stood Strange back on his feet, then dropped to the ground himself, his knuckles whitened around the hem of Strange's coat. The doctor reached his hand out and gripped Peter's shoulder. "Peter," he said, "What happened to you?"

"Get down," Peter said, pulling harder on Strange's clothes. "You can't let him see you."

"Who, Peter?" Strange asked, kneeling down.

Peter grabbed the sides of Strange's head, the heels of his hands pressing down the whitened hair of the sorcerer's temples. "Doc," he said. "You're the only hope I've had in five months. You can't let him find you." Peter's head snapped back and forth, scanning the web around them. "You've got to get out of here, tell them what's happened to me."

Strange grabbed Peter's wrists and pulled them down. "What _has_ happened to you, Peter?" he asked. "Who else is here?"

"Otto Octavius," Peter said. "Doctor Octopus."

"I thought he died in prison," Strange said.

Peter shook his head so hard Strange was afraid his neck would snap. "No," Peter said. "He used some kind of machine, swapped bodies with me. _I_ died in prison, while he's been running around calling himself Spider-Man." Strange sat on the floor, crossing his legs. "He found me in here once already. Thought he'd purged me, but some part of me survived, hiding in his memories, trekking through his life."

Strange ran his palm over his face. "Peter, that's…"

"Crazy, I know," he said. "But it's true." Peter grabbed Strange's arm and pulled him back toward the wooden door. "Listen, you've got to get out of here. I need you to get back and tell everyone so they can find some way to get Ock out of my head."

"What about you?" Strange asked.

"I'll be okay for now," Peter said. "Ock doesn't know I'm still here, and as long as…"

Peter was silenced as threads of the web around him began to cinch around his limbs, wrap around his head and mouth, and pull him toward their empty center. Strange watched in horror as Peter's blue spectral form was cocooned into the web, his extremities vanished behind the gossamer wrappings. "Incorrect," said a voice from behind Strange. The sorcerer turned to see another Peter standing before him, wearing the Spider-Man costume he'd seen on the news for the past few weeks; shoulders and head covered in a darker shade of red, with an asymmetrical web design and a protruding spider emblem on the back. "Well, I suppose to be fair to you, Parker, you were partially right. I was unaware of your presence. The good doctor, on the other hand…" The Spider-Man reached up and thrummed a finger on the strand attached to the wooden door's handle. "I knew he was here from the moment he arrived."

Octavius stepped toward them, and the web shifted around him, preventing him from having to duck between or move around the threads. Unlike Peter and Strange's translucent blue forms, "Spider-Man" was opaque, and in living color. "I knew all I needed to do was watch you, sorcerer, and Parker would find you." He walked up to Peter and patted his captive's cheek twice with his open palm. "I suspected you were still in here somewhere, especially after that stunt with Danvers."

At the mention of Carol's name, Peter screamed into the webbing around his mouth and struggled against the strands holding him at bay. Strange looked into his eyes and saw rage there, a mindless fury that was nothing less than the desire to rend and tear. Octavius grabbed Peter by the chin and pushed his head further into the web. "What's the matter, Parker?" he asked, hissing the words through grinding teeth. "No jokes? Not quite as funny when you're on the receiving end, is it?"

Tossing Peter back, Octavius turned back to Strange. "Now, as for you," he said. "I'm afraid there's only room for one doctor here."

The spider emblem on his back opened, and four mechanical arms extended from it, raising Octavius off the ground. "You may be surprised to learn, Sorcerer Supreme, that I am aware of the limitations of your astral form," Octavius said. "You are powerless!"

One of the arms stabbed at Strange, who ducked underneath it and delivered a quick right hook to Octavius's jaw. "No," he said. "I am unable to summon the mystic elements."

Octavius howled, striking out with the two arms not holding him aloft. Strange dove away from him, leaping over several thick strands of webbing. The threads shot up, trying to entangle him, but the sorcerer moved too fast for them. Octavius followed, and Strange heard the metallic whirring as he activated the web shooters on his arms.

Strange looked past the webs to the wooden door that was growing more obscured by the spiders crossing its surface.

Mechanical limbs slammed the ground around him, forcing Strange to roll out of their path. Octavius attempted to web him down, but missed, and Strange stood, landing an uppercut on Octavius's chin. Reeling, Octavius would have fallen, but his mechanical arms held him aloft.

Before Strange could react, Octavius bore down on him, grabbing his ankles with his mechanical arms and lifting him off the ground. Two web lines fired from Octavius's web shooters bound Strange's wrists and ankles, and the mechanical limbs lifted him so they were face-to-face. "Imbecile," Octavius said, "You thought you could come here, to _my _mindscape, and what? Escape me? Learn the truth and warn the Avengers, so they could find some way to save their friend?"

The arms lowered the two of them to the ground, so Octavius was standing with his own legs again. The bottom right arm snaked its way around his torso, hovering over Strange's heart. "I'm afraid that if I kill you, your astral form will simply return to your body," Octavius said. The arm moved away from Strange's chest, instead gripping Strange's collar. "But if I keep you here," Octavius continued, hurling Strange into the center of the web, next to Peter, "It will buy me time. Enough time, at least, to reach my neurolitic scanner on Spider-Island to purge this loathsome remnant from my mind."

As Octavius backed away, and the web closed around him, shrouding him in the dark, Strange looked to Peter. "I'm sorry," he said. "We should've known, all of us, we should've seen."

Just before he disappeared, Octavius turned back around. "Oh, and I want you to know that I'll be sure to take care of Ms. Danvers," he said, "For ruining this perfect plan of mine."

Peter's hands clenched, pulling taut the threads holding him in place, and in a single action of muscle and sinew that was visible to Strange even through their translucent forms, ripped free of the web and fell onto his enemy's back. "You just had to have that last word, didn't you Otto?" His fist flew down onto Octavius's head, just behind the temple. Octavius fell, but his mechanical arms whipped out like snakes, protecting their master. Peter dropped back in front of Strange, and bent down into a crouched fighting stance. The arms snapped forward, but Peter leapt to the side, and they severed the webs holding Strange in place.

"Foolish boy!" Octavius screamed, holding the side of his head. He regained his feet with some effort, turning with wild eyes to the web's torn center behind him. Strange had ducked behind another thick strand of web, but Peter was nowhere to be seen. "You think you can hide from me? _Here? _This is _my_ mind, now, Parker. _My_ body. And you _will not _take it from me!"

A shot of webbing struck Octavius's eyes, and he reeled, pulling at it with his hands. He took an off-balance step backward before being struck in the face by a blue blur. Octavius fell to the ground again, and pulled the webbing free of his eyes only to see the Amazing Spider-Man looming over him, fists at the ready, pulled so tightly the whitened knuckles could be seen through the mental fabric. "No," Spider-Man said. "This is _my_ mind, Otto. This is _my_ body." Peter reached down and lifted Octavius up by his shirt. "And I will end the both of us before I let you harm someone I care for."

The end of a mechanical arm clamped around Peter's throat and slammed him to the ground. "You arrogant child," Octavius said, stepping over to Peter. "How dare you think to threaten me?" The arm smashed Peter's face into the ground, and as it pulled him back up, Octavius brought his foot down on the back of Peter's skull, sending it crashing back down. "I am your superior in every way." Octavius continued stomping on Peter's head with every few words. "I am smarter than you could ever imagine being." Knowing that there were no bones to break, nor any way to end Peter's life in this fight only fueled Octavius's fury, increasing the fervor of his attacks.

"I beat you," he said, stepping away from Peter's limp form. "When no one else could, I defeated you." The metal arms reached down and closed around Peter's wrists and ankles, raising him to eye-level with their master. "You tried this once before, Parker, and you failed. You challenged me, tried to take this body back by force, and you were stronger then." Octavius stepped forward, his hand gripping the underside of Peter's neck and lifting the chin. "What made you think the outcome would change? What made you believe you could defeat me?"

Through tears in the mask, Octavius saw Peter smile. "I didn't," he said. "But then again, I didn't have to."

Octavius turned around as he heard the creak of the wooden door opening. Strange stood next to the vacant entryway, the thought-spiders that had been guarding it all vanished. "Strange!" he shouted.

"Go, Doc!" Peter screamed.

As Strange stepped through the door, he saw the mechanical arms lash out and try to grab him, but his astral form had already passed over the threshold, severing his tie with Peter's consciousness. As the view of the web faded before his eyes, Strange could see Peter was shouting as Octavius dragged him back toward the center of the web. He couldn't hear the words, but he could read Peter's lips. "Spider-Island," he was saying. "Head for Spider-Island. You've got to cut him off." The world began to flash white as Strange's astral form was pulled back to his physical body. "Tell Carol, I…" Peter started, but the image faded, the all-encompassing brightness blinding the sorcerer's eyes just before…

"Doc?" Strange heard. His eyes fluttered open to see Carol leaning down next to him, her hand on his shoulder. He pushed himself up, using Carol's hand for leverage as he tried to stand.

"How long was I gone?" he asked.

"Maybe twenty minutes?" Carol said. "Not long."

Strange rubbed at his eyes, trying to focus. "We must move quickly," he said. "We haven't much time."

Carol grabbed his arm as he tried to walk past. "Stephen," she said. "What happened? What did you see?"

Strange paused to take a breath. "Octavius," he said. "Peter has been taken by Doctor Octopus."

Carol shook her head. "But he's dead," she said.

"He used some kind of machine to swap bodies with Peter just before his death," Strange said. "He's been in control for the past few months."

Carol's hand dropped from Strange's arm, and she took a step backward. "Does that mean Peter's…"

Strange gripped her shoulders. "No," he said. "There is still hope. But we must go, now, before it's too late." He walked past her and picked his coat up from the couch's armrest, then threw it over his shoulders. "Octavius is aware a remnant of Peter's mind is still present. He intends to use another device to purge this remnant permanently."

White-hot steam burned out of Carol's eyes, and she stepped forward, nose to nose with Strange. "Where?" she asked, her voice animalistic, a lion before a pounce.

"Spider-Island," Strange said. "Former site of the Raft. Mayor Jameson gave the land to Spider-Man after…"

"Doesn't matter," she said. Glowing rings appeared around Carol's body, and her Captain Marvel uniform replaced her clothes. "Assemble the Avengers, and I mean all of them, call the F.F., and I don't care what the hell Logan did to piss off Emma Frost, bring the X-Men. Call in every favor Peter Parker has ever earned."

The arch-covered window exploded outward, the yellow beam of energy from Carol's fist shooting high into the night. "We're getting him back."


	4. Chapter 4

_**A/N: Hello, friends, and welcome to Chapter Four! I know, I took a bit of time with this chapter, but, as you can see, it's quite a bit longer than the others, so I hope I'm forgiven. As always, thanks for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Four**

The sonic boom exploded the vapor cone around Carol's body, leaving only contrails behind her legs. She'd willed her mask onto her face, if only for the lenses to protect her eyes from the biting midnight wind. The thunder of her passage rumbled over Manhattan as she approached Spider-Island, her eyes scanning the buildings below for any sign of a man swinging between them. She refused to call him "Spider-Man," even in her mind, because he wasn't. He was a monster, one who'd stolen Peter's life, tarnished his name and reputation, and had the gall to think he could get away with it.

Carol passed over the island, floating down to the surface, turning in circles to search for him. The island was black, illuminated only by the lights crossing the Hudson, but the burning light from her fists was a spotlight into the darkness.

She heard him before she saw him, the tell-tale hiss of air pressure from his web-shooters turning her head just in time to see Otto Octavius in his stolen body land a few feet from her. "Hello, Carol," he said.

God, that voice unnerved her. She could hear that it was Peter—there was a lilt there, an almost breathiness that was unique to him—but the malice was undeniable. And the complete lack of sarcastic twinge at the end of every sentence was painfully obvious.

"I assume Strange informed you of the situation," he continued. "And now you're here to stop me?"

Carol's mask pulled back from her face, exposing the burning white smoke leaking from her eyes. "Let Peter go, Octavius," she said, "_Now_."

Octavius shrugged. "I'm afraid you're mistaken, Carol," he said. "There is no Peter for me to release. He's dead and gone. _I_ am Spider-Man now. I_ am_ Peter Parker."

The ground where he'd been standing a second before exploded, Carol's fist still glowing from the blast. "Careful, now," he said. "You wouldn't want to damage this body, would you?"

"If it gets you out of his mind," she said. "He'll recover. And thank me."

Carol charged, her fists and feet flying with exceptional speed. Only Octavius was just that half-second faster. His body was fluid motion, a flag whipping in the wind, a thousand movements connected into a single seamless dodge.

Octavius slipped, however, and Carol managed to wrap her arms around his torso, binding his arms in a bear hug. "You're done, Octavius," she said. "Now let him go!"

"Oh, I beg to differ, my dear," he said, four mechanical arms bursting free of the device on his back. Two of them jammed their pointed ends into Carol's eyes, and she dropped Octavius to throw her forearms over her face.

Slinking forward, Octavius reared back to deliver another blow before jumping away. Through the blur in her vision she saw an orange glow, and felt heat around her feet.

"Where's my friend?" shouted the Human Torch, hovering above the ground a few inches to Carol's left. He placed his hand on Carol's shoulder, letting her absorb some of his warmth to fuel a faster recovery.

"Johnny!" Octavius shouted, "Carol's gone crazy! We've got to stop her before…"

"Shut it, Octopus," Johnny said. "Doc Strange gave us the rundown. Now let him go before I turn you into fried calamari."

Octavius straightened his stance and laughed. "You two? You're all Strange could convince?"

A thrumming ring sang through the air, and Octavius back-flipped just as it reached its apex. Carol's hand snapped in front of Johnny's face just before the sound collided with it.

"All? Oh, no," Johnny said. "We just got here first."

Carol flicked her wrist out, and the shield flew back to the hand outstretched from the open Quinjet door.

"Avengers!" Captain America shouted, raising the shield high. "Assemble!"

Iron Man and Thor flew down, slamming the ground behind Octavius. Spider-Woman landed next to her best friend, her fingertips sparking green with charged venom blasts. The Quinjet touched down, and Cap, Hawkeye, and Black Widow jumped out, followed by Luke Cage, Iron Fist, and Daredevil.

"If this is the best you can do…" Octavius started, but was cut off by the sound of engines.

The Fantasticar appeared in the air, as the Invisible Woman released her power and allowed it to be seen. Reed Richards stretched down to the ground, his wife following on an invisible platform. The Thing leapt out of the cockpit, the ground crumbling beneath his feet as he landed behind Johnny. "Always wanted ta see if I could clobber the web-head," he said, slamming a rocky fist into his palm. "Now I got a good reason."

Octavius scoffed. "You don't scare me, you insignificant…"

He was interrupted again by the flash of lightning and a crash of thunder. Doctor Strange stood at the edge of an open portal, with Wolverine, Cyclops and Storm just behind him. Storm's eyes were misted white, and thunderheads gathered over Spider-Island. "Sorry that took so long," Strange said. "I had some trouble finding Wolverine."

"What?" Logan said. "Stark quit stockin' the good beer."

Stark black lenses turned the circle, starting and stopping at the blonde woman with the burning yellow eyes. "This is all you could muster?" Octavius asked. "This is paltry."

"Really?" Carol said. "I'm pretty sure this is the exact opposite of that."

Cap stepped forward. "One chance, Octavius," he said. "Let the man go."

The ends of the mechanical arms twitched, ready to help their master stave off the imminent attack. "I can understand why you would believe yourself to have the advantage here, Captain," Octavius said, pressing a button on the wrist guard on his left arm. "But you, and all your compatriots, will be little more than target practice for my Arachnauts!"

Behind them, the ground opened up in concentric circles, and dozens upon dozens of soldiers poured out of tunnels running beneath the former prison. Their faces were covered by goggles that resembled the eyepieces in Spider-Man's mask, and their assault rifles were trained on the heroes. Out of the building itself, several massive robotic spiders came stomping across the island, the ground quaking with every step of their armored frames.

"Arachnauts!" Octavius shouted, "Defense plan Theta-6!"

The mercenaries surrounded the heroes, their ranks staggered, their laser sights flickering across the costumed bodies and index fingers hovering over hair triggers.

Mutants, sorcerers, scientists, warriors and gods all turned to face the army around them.

All but one.

"You can bring all the soldiers you want," Carol said. "They won't stop me."

"We'll see about that," Octavius said.

The soldiers started firing, and the heroes scattered. Thor raised Mjolnir high, and together with Storm summoned a maelstrom of lightning, the electricity arcing between Octavius's mercenaries. Dozens fell, but were soon back on their feet, the rubber soles of their boots smoking from the heat. The mercs focused their fire on the street level heroes, those who were most vulnerable, and it was left to the others to keep them safe from the barrage.

"Avengers," Cap said, his shield a red-and-white blur around his body, "Keep your guard up! Sue, Strange, get some barriers between us and these bullets. Daredevil, Iron Fist, Widow: Take Octavius down."

The shield flew out and crashed into several soldiers. "The rest of you: on the offensive. Breach the lines and take out those robots before they reach us."

The Thing bounded over the mercenaries and slammed his stony shoulder into a spider-bot, denting its armor and dropping it to the ground. A heavy cannon popped out of the robot's side, and the Thing took a laser blast to the chest, shooting him across the island.

Daredevil and Iron Fist moved to engage Octavius, but Carol blasted the ground at their feet. "He's mine," she said, dropping into a fighting stance.

"No, Carol," Cap said, grabbing her by the bicep. "We need your help to take down the robots." More bullets bounced off his shield, and Carol hit the shooter with a photon blast. She looked at him, her eyes burning white-hot, a sneer obscuring her features. "I know how you feel, but this is where you're needed. Let the others handle what they can."

Another moment passed as Carol stared, first at Steve, then at the ground at her feet, before she shot into the air after the Thing, her fists glowing with power. The laser cannon on the spider-bot's side aimed at him again, but Carol punched straight through the giant machine, her voice tearing the air around her as she absorbed the heat from the explosion. Her whole body pulsing with energy, she reared back both her fists and fired a photon blast at the closest robot, splitting its side open and exposing its inner mechanisms. A crimson beam followed hers up, destroying the robot's interior, as Cyclops ran past on his way to deal with a contingent of mercs with Wolverine.

The ground rumbled as the Thing landed behind her. "You okay, darlin'?" he asked, dropping a massive hand on her shoulder.

"Let's just smash these robots and end this," she said, shrugging him off and bursting into the sky.

The Thing ran to the nearest spider-bot and grabbed one of its legs, flipping it over, then ripped open the armor on the underbelly. "I don't do smashing, that's the green guy," he said, plunging his arm inside the robot up to the shoulder.

As Carol flew to the other side of the island, she hit a few mercs with photon blasts, but it seemed that Octavius had outfitted his men with protection enough that her attacks weren't taking them out of the fight. She looked at him, saw that Daredevil and Black Widow were already down; Iron Fist was holding his own, but was on the defensive. She turned to fly toward him, but was hit by one of the spider-bot's laser cannons and thrown to the other side of the island.

Storm and Thor were working well together: the god of thunder hurled his mighty hammer, puncturing robots on both sides of him; the mutant stood next to him, lightning crackling out of her hands and into the openings Mjolnir had made, frying the circuitry. Finally, Thor caught the hammer and summoned the thunder. "For Asgard!" he cried. "And my friend." The abundance of electricity annihilated the robots. Carol picked herself up and brushed the mud off her costume, leaving the two to continue their assault.

When she looked back to Octavius, she saw Iron Fist lying next to Daredevil; Reed Richards was now attempting to bind Octavius with his elastic body, but the villain was too fast. Carol saw Cap hurl his shield, but his Spider-Sense warned him, and at the last second Octavius ducked. The shield struck Mr. Fantastic, sling-shooting off the rubber man's face.

A mechanical arm shot into the air and caught the shield, bringing it down to Octavius, who slipped it on his arm. "As I recall," he said, attaching a web-line to the shield, "The old Spider-Man used this to great effect against Doom." He spun the shield on the line a few times, flipping over the thread a few times before catching the disc again. "Would you like to know why?"

Johnny floated down in front of Reed, who was still trying to reconstitute himself after the powerful blow from the shield. "I wouldn't, actually," he said. "I'd rather you just give up. You can't beat all of us."

"You see, simpleton, when Captain America throws this metal disc," Octavius said, tapping the shield with his open palm, "It almost immediately begins to slow down by at least nine-point-eight meters per second per second due to gravity." Johnny shot a jet of flame from his fingertips, which Octavius absent-mindedly raised the shield to deflect.

"This slowing effect lowers the velocity of the object," Octavius continued. Cap tried to sneak up behind him while his attention was on Johnny, but as soon as Cap made a move on him, Octavius jumped and twisted, hitting Steve on the back of the head with the shield.

"As we all know, force equal mass times acceleration," he said, rolling Cap's unconscious body over with his foot. "A lower velocity means less acceleration, which means less force upon impact." Octavius threw the shield and Johnny dodged. The rock behind Johnny shattered as the shield hit it, and Octavius pulled it back with the web-line.

He twirled the shield around himself. "However, when an object is _pulled_ by a fulcrum, such as this web-line, velocity is _increasing_ rather than _decreasing_," Octavius said, stopping the shield with his palm. "Thus increasing acceleration, which increases force, which increases damage upon impact. And considering that this body has enough super-strength to lift crumbling buildings, that's an almost incalculable amount of force."

Johnny smiled at Octavius. "Well, incalculable amount of force," he said. "Meet the immovable object."

Snapping his head around, Octavius saw the Thing standing behind him. "Guess what time it is?" the Thing said, cracking his knuckles to sound like scraping pieces of shale. "G'head. Guess."

Octavius leapt into the air and spun, releasing the shield on its web-line. The Thing held out his hand to catch it, but the rounded edge sliced into his palm to the wrist. The Thing fell to his knees, screaming and clutching his arm, looking at the shield sticking halfway out of his hand. Octavius pulled on the strand and the shield returned to him, which he replaced on his forearm. The Thing toppled over in pain, and Octavius turned back to Johnny. "Not so immovable after all, eh?"

"Oh, no you don't," Johnny said, his body burning almost white. "You don't get to make bad jokes, that's his thing." The Human Torch started flying circles around Octavius, the muddy ground first drying out, then turning to glass as it burned. Octavius stood motionless for a moment before leaping into the circle, holding the shield before his body. Johnny crashed into it almost head first, flying too fast to stop, and fell to the ground, shattering the glass ring he'd made there.

"I _am _him, now," Octavius said.

Carol saw this exchange as she fought through a contingent of soldiers, their bullets not piercing her skin, but the fight damaging her all the same. Octavius was tearing them apart. Daredevil, Iron Fist, Black Widow, the Thing, the Human Torch, and Captain America were all down, and Reed wasn't going to be able to catch Octavius on his own, he was just too slow.

Luke Cage plowed through another group of mercs and faced Octavius. "Let's do this, crazy!" Cage shouted, charging at his foe.

Octavius leaped out of the way with ease, then landed on Cage's shoulders, slapping one of his ears with an open palm. Cage reached up and grabbed Octavius, then threw him to the ground, clinking through the glass and dust. "Unbreakable skin, fool," Cage said. "You can't hurt me."

"Unbreakable skin doesn't mean you can't receive internal injuries, Mr. Cage," Octavius said. "Especially when my nano-bots are crawling through your ears and are about to render you unconscious."

Cage furrowed his brow. "The hell you talking abou…"

He crashed to the ground.

"Pathetic, all of you," Octavius said. "I am superior in every way!"

A thrumming energy beam flew at Octavius, and the villain barely managed to get the shield up in time to protect himself.

"We'll see about that," Iron Man said, his armor clanking as he landed across from Octavius.

"Indeed," Reed Richards said, having managed to reconstruct himself.

Octavius looked around the island, noticed that the last of his spider-bots had been damaged or destroyed by the remaining heroes, and that his soldiers were falling in droves against Carol's onslaught.

"You can't stop me, Stark," Octavius said. "I don't have to beat you. I just have to be faster. Arachnauts! Defense plan Omega!"

The remaining spider-bots fired several metal platforms from their tops, which floated several feet off the ground in intervals of several yards. The soldiers started retreating toward the main facility, their guns still trained on the heroes.

Carol stared up at the platforms, and realized what they were as Octavius made his first leap. "Tony!" she shouted, firing a photon blast at the second platform, a second too late. "They're hitch points! He's swinging to the building! He's gonna fortify himself inside and purge Peter's mind before we can stop him!"

Iron Man shot into the air, his repulsors firing at the platforms, but even as they were destroyed Octavius managed to swing and bounce from the debris to make it inside the facility.

"Dammit, no!" Carol shouted, flying through the soldiers and bashing her fists against the door. The metal dented, but didn't break, which meant it had to be at least an adamantium or vibranium weave.

Thor and the X-Men mopped up the remaining soldiers while Tony and Reed examined the door's lock. "It's a constantly changing sequence of numbers," Tony said. "We could get the first one right, but if we don't get the second within a few seconds, the whole thing resets. Also if we get one wrong."

"I may be able to squeeze through," Reed said, sticking his hand near the seam between the door and the ground. After a few seconds though, he gave up. "It's water tight, at least."

"This did used to be a prison, after all," Strange said. "I could try to teleport us in, but I would need a schematic of the building so I don't put us in a wall."

While Tony started fiddling with the interface in his armor, trying to find a recent blueprint for the building, Carol, Sue, and Storm walked over to one of the conscious soldiers. "I know they're some of the smartest men on Earth, but sometimes they're idiots," Sue said.

Carol lifted the merc off the ground and smacked him once across the face to make sure he was paying attention. "Tell us how to open the door," she said.

The merc shook his head.

Storm's fingers sparked with electricity. "He isn't paying you enough for this," Carol continued.

The merc shook his head again.

Carol sighed, then nodded toward Storm. "At least what she or I will do to you, you'll see coming," she said before switching to Sue. "She, on the other hand, she'll mess you up and you won't have any clue what's going on."

Sue smiled and waved before making her hand vanish.

A few seconds later, Sue walked over, pushed past her husband, and input eight numbers into the keypad. The doors slid open.

The three men around her all stared at Sue for a second before she gestured into the opening. They ran inside, following the golden contrails from where Carol shot into the building as soon as the door opened.

A holographic interface popped up over Tony's forearm. "Looks like a massive power spike down this way," he said, laying the readout over the blueprint he'd just downloaded. They passed Carol, who'd been checking every door she found, and she fell in behind them.

The group found another door, this one smaller, but through the windows they saw flashing blue light. Carol kicked the door, splitting it apart, and she saw Octavius sitting in a massive chair, a large yellow device sitting on his head.

"You're… too late… Avengers…" Octavius said. "Parker… is gone…"

"No!" Carol shouted, grabbing his wrist and holding it in front of his face. "He's not gone. He's not."

Octavius's face… Peter's face… strained to look at her, a sneer across his lips. "You… can't have him… Carol…" he said. "He's… mine."

Tears streamed down Carol's face. "No," she said. "He's mine."

She squeezed, and shattered his forearm.

Octavius screamed in pain, and the three doctors behind her jumped forward. "What are you doing?" Strange asked.

"Breaking his concentration," she said. "Hopefully sending him into shock. Now figure out some way to use this thing to get Octavius out of his head."

Reed and Tony stepped forward, the scientists in them taking over. Reed stretched up to the top of the machine, examining it from there, while Tony focused on the helmet.

Carol and Strange stood to the side, waiting. "Are you okay?" Strange asked.

Waiting was terrible.

"Can you find out if Peter's still in there?" Carol asked. "If Octavius was lying?"

Strange sighed. "Now that I'm with his physical body, yes, much more easily," he said, walking over to Peter's body. He placed his hands against Peter's temples, his thumbs against the forehead. Blue light emanated from Strange's palms, his voice whispering an unknown language. After a few seconds, he stepped back from the body.

"Well?" Carol asked.

"Yes," Strange said. "There's hope. We're not too late."

Carol heard the concerned tone in Strange's voice. "What's wrong, Doc?"

Strange sighed. "Peter's been fighting in there for a while," he said. "He's tired. Weak."

"Aha!" Tony said, popping his face plate up. "I think I've got it!"

Reed came down from the ceiling. "What's your theory, Tony?"

"The device is set to purge whichever consciousness is considered foreign," Tony said. "Or, more accurately, whichever is weaker. All we need to do is give Peter's consciousness some juice, then press the button at the right time, and bam, Octavius is gone."

"How do you propose we do that, Tony?" Reed asked.

Tony pointed to Carol and Strange. "Magic and moral support," he said.

Reed scoffed, and Strange furrowed his eyebrows at him. "I'm more than willing to help," Strange said.

"Ok, Doc, just give Peter some energy, help him take Octavius down on the mental plane," Tony said. "Carol. All you need to do is talk to him. Right now, it's like it was when Peter was in a coma. He can hear you, he just can't respond. We need to get him to the place where he's responding, even a little bit."

Carol stepped forward and knelt down, taking Peter's good hand in both of hers. Strange stepped around her, and replaced his hands on Peter's forehead. The blue light glowed again, and Strange started mumbling.

But they weren't there. Right then, it was just Peter and Carol. "Hey, Pete," Carol said. "I know you're in there. I know you're fighting, and you're tired of it. But I need you to give it just a little more, okay?"

Strange continued to whisper, while Tony and Reed flipped switches and turned knobs on the device. "I'm here now. I've done what I can. I got everyone to listen. Now it's up to you."

Peter's body started screaming again, the sound ripping at Carol's heart. It did not sound like Octavius had; it was pain. Just pain. "I know it's hard," she said. "I know you may want to give up. But you're not done here."

The body gritted its teeth. "I'm not done with you yet," Carol continued. "So you better fight with everything you've got, or I'm gonna find a way in there and kick your ass."

Carol took off her right glove and intertwined her fingers with his, then stretched her head around Strange's arm so her lips were at his ear. "I miss you," she whispered. "Come home to me. Please."

The body laughed.

Sick, maniacal laughter.

"I… told you… Carol," Octavius said. "He's… mine."

Carol tried to stand out of instinct.

But his fingers stuck.

"Hit it!" she cried.

Tony slammed his palm down on a button on the console next to the body's broken arm, and electricity shot up and down the machine.

"No!" the body screamed, its eyes rolling up into its head, the torso seizing, the limbs flopping and jerking.

"Peter!" Carol shouted, covering her eyes from the blinding light of the electricity.

The pulse ended as quickly as it began, and the body slumped forward, smoke trailing from the helmet.

Carol caught him as he fell, and lowered him to the ground. "Peter?" she asked. "Peter?"


	5. Chapter 5

_**ilA/N: Hello, friends, and welcome to Chapter Five! This chapter was again, another one of those bears to write. Not much action, here, but hopefully you guys enjoy it. As always, please read and review, and thank you so much for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Five**

Peter Parker opened his eyes.

Bright white light shone down into them, and they moistened; he could feel a miniscule breeze chilling the wetness, and a tear rolled down the right side of his face.

He felt it, on his cheek. He could almost sense the salt in it, he felt so much.

More senses started coming back to him: pain shot through his right arm as he tried to move it, and he could feel the itching of the cast up his forearm; he breathed in through his nose, smelled the sterility of the air; he could tell something was on  
one of his fingers, something else stuck inside the crook of his elbow; he realized the bright lights were medical spotlights, that the breeze was from the air conditioner.

He was alive.

A short gasp escaped him. He felt his chin quiver and his lips downturn as he started to cry in earnest.

Octavius was gone.

His sobs seemed to have drawn some attention, as he heard the door open before the room's main lights came on. Bruce Banner's haggard form came into view in his peripheral, followed by Tony Stark, Reed Richards, and Steve Rogers. The men surrounded the  
bed on all sides, with Bruce and Tony on his left, Reed on his right, and Steve at his feet. The doctors in the room all wore white lab coats, while Steve's off-white t-shirt seemed stretched to the limit as he crossed his arms over his chest.

"Hello," Bruce said.

Peter tried to turn his head to look at Bruce, but a strap wrapped around his forehead prevented him from moving. He flexed his good arm, tried to lift it, but realized then that his whole body was tied down to the bed.

"Sorry for the Frankenstein routine," Tony said.

"But we needed to take necessary precautions," Reed finished.

Peter groaned, trying to move again. "Guys, it's me, I swear," he said.

Steve shook his head. "If that's true, we're very sorry. And happier than you know to have you back. But until we're certain, you're staying on that table."

Sighing, Peter laid his head back against the bed. He should've expected this, he knew, but that didn't mean he liked it.

The doctors circled around, and Bruce unbound Peter's right arm, then lifted the cast. "He seems to be healing from his physical injuries well enough," he said.

"Well, that's not unusual," Tony said, checking one of the monitors. "Other than the electrical burns and the broken arm, the body was fine."

"Yes, I'm going to love being referred to as 'the body' for the foreseeable future," Peter said.

Tony reached down and squeezed his shoulder. "That sounds about right," he said.

"Brain activity looks relatively normal," Reed said. "Delta waves are a bit excessive, but that's to be expected, considering you're healing. Theta waves, however, were fluctuating quite a bit more than they should've been."

"Theta waves indicate troubled images, nightmares," Bruce said. "I'd say that's to be expected as well, if we are in fact dealing with Peter."

Steve uncrossed his arms. "I suppose that's a point in your favor," he said.

The door burst open, and Johnny Storm sauntered through. "So what's the word, eggheads?" he asked, stopping next to Steve. "Is it him?"

"We still don't know, Johnny," Reed said.

"Well I've got the perfect test," Johnny said, walking up next to the bed so Peter could see him. Johnny leaned down, his nose inches from Peter's. "Say something funny."

Peter smirked. "Funny how? Funny like Carol's hair in her mask, or funny like your face all the time?"

Johnny leaned back. "I was expecting you to go Pesci," he said.

"You know me, Matchstick," Peter said. He groaned again as he tried to shift on the bed. "I love subverting expectations."

From the corner of his eye, Peter saw another figure standing in the doorway, and Tony checked the heart monitor again when he heard how quickly it started beeping. "You know," Carol said, stepping into the room, "The real Peter told me he liked my new  
costume."

Peter stared at her face, and his eyes filled with tears anew. She took another step forward, more into the light, and he started to smile. Until a memory flashed before his eyes.

"Whoa," Reed said. "Theta waves just took a huge jump." He wrote the information down on his clipboard.

Carol stopped next to Peter's left side, her arms crossed over her chest. "How do I know you're really you?" she asked.

Peter's mouth twitched a few times. "Hello, Lady," he said, choking through his voice.

Carol ripped the strap away and lifted his head as much as she could before crashing her mouth onto his.

Tony gave them a sideways glance as the heart monitor went crazy, and Reed gave up on writing down brain wave activity.

"Carol?" Steve asked.

Carol pulled away only an inch, her forehead and nose still touching Peter's. "It's him," she said, smiling that smile Peter loved.

Steve grinned, then motioned to the other men in the room. "We'll give you a few minutes," he said. "But you can't be sure, so leave him tied down for now, alright?"

Carol turned her head and smirked at Steve as he was walking out. "Yes, sir," she said, saluting.

His cheeks burning scarlet, Steve closed the door behind himself as he left.

Carol turned back to Peter, and placed her hands on either side of his face. She held him there for a few silent moments, resting her forehead against his. He could feel her breath against his chin each time she exhaled, and the faint honeysuckle of her  
perfume trickled into his nostrils. "I thought I lost you," she said.

Another tear streaked down his face. "You did, for a while. I'm sorry."

She pulled back from him. "You have nothing to be sorry for," she said. "It wasn't your fault."

Peter looked up at her face again, saw the spotlight's halo around her blond hair. He tried to give what he could of a smile, but every time he looked in her eyes, his mind flashed back to that night.

That terrible first night.

He looked away from her, to his right. "When you left, I thought," he paused, taking a breath through his nose. "Well, I thought you _left._ Me."

Carol gripped his hand. "Jess told me," she said. "Peter, I'm so sorry. I didn't want you to think that, I never meant for you to."

His mouth twitched up for a second. "I know. It was just me. I was so sure you would wake up one morning, look over and wonder 'what the hell am I doing?'"

"Not yet," Carol said.

The door behind her opened, and Steve stuck his head inside. "Carol?" he said. "Strange is here."

Carol nodded. "I'll be back soon," she said, sliding off the edge of the bed.

Peter watched her leave, saw Steve give him a hard glance as she walked past. The door clicked shut, and Peter was alone again.

The tears came hard and fast, and try as he might, Peter couldn't stop them. He tugged on the straps again, but they must have been designed with a superhuman in mind, because he couldn't break them. He wanted nothing more at that moment than to get off  
that table, crawl up to the darkest corner and curl into a ball.

The first night just wouldn't stop.

Hinges squeaked as the door opened again, and Peter saw Doctor Strange enter the room. The Sorcerer Supreme closed the door with care, then turned back around. "Are you alright?" he asked.

Peter sniffed, trying to blink the wetness out of his eyes. "Tears of joy, Doc. I assume you're here to give the others their assurances," he said as Strange approached his bedside.

"I'm not here for them," Strange replied. He unbuttoned and removed his long black coat, and tossed it on a chair along the wall. "I'm here for you."

Peter turned his head, the strap that had been holding it in place now removed. "Is that in an emotional way, or like a metaphysical one?"

Strange rolled a chair over to the bed and sat down. "In a friendship way," he said, intertwining his fingers. The golden Eye of Agamotto glinted from around his neck. "But you were right about one thing. The others would like to be sure of who you are."

Straightening his head back out, Peter stared up at the white lights overhead. "Go ahead, Doc," Peter said. "You've seen it all before. Just try to be careful, I'm pretty sure last time cost me ninth grade algebra."

"I don't need to do that, Peter," Strange said. "You just offered it to me freely. I know it's you."

The room was quiet for a few moments. Strange leaned back in the chair, and Peter breathed in and out through his nose, listening to the heart monitor.

"Doc," Peter said, turning his head back to Strange. "I think I'd like you to check anyway."

Strange leaned forward, resting his elbows on his knees. "Why?"

"Because I just… I need to know," Peter said. "I need to be sure that he's gone."

Strange grinned.

Peter pursed his lips. "This is what you meant," he said. "About being here for me."

Standing, Strange placed his index and middle fingers on Peter's temples. "This won't take long," he said. Blue light glowed around his fingertips as he whispered, the golden amulet around his neck brightening in reaction to the magic. A few seconds later  
Strange stood and gripped Peter's left hand before grabbing his coat and walking back out the door.

Peter watched him go, another few moments passing with nothing but the monitor's beeping filling the silence. Then the door opened, and Steve walked in. He crossed to the bed and untied the straps, then pulled Peter up and into the strongest hug Peter  
could remember since Uncle Ben's after he won the sixth grade science fair. "Peter," he said. "We're glad to have you back, son."

"Thanks, Cap," Peter said, gripping Steve's shoulders with his good arm.

Steve pulled away from him, and, wrapping an arm around Peter's shoulders, guided him out into the hallway, where the others were waiting.

"Welcome back, Web-Head," Johnny said, clapping Peter on the shoulder.

"Yes, Peter, we're all happy to see you returned to your normal state," Reed said, "Though I would love to run a few tests…"

"Tests later," Tony said, throwing his arm over Peter on the other side. "Tonight, revels!"

Johnny looked at Tony. "Why do you keep using that word?"

"I don't know, it's a thing. Respect the thing."

Bruce walked up and reached for Peter's right hand before seeing the cast. "Good to have you back," he said, switching hands and shaking Peter's left.

Strange was leaning against the wall behind them, his hands stuffed into his coat pockets.

"Doc," Tony said. "Will you be joining us for tonight's festivities?"

Strange gave them a half-smile. "I suppose I can spare an hour or two," he said.

The Sorcerer Supreme fell into step with the rest of them, and the men walked another few steps before turning a corner and stopping in their tracks.

Carol stood in the hallway, blocking their path, her arms crossed over her chest. She looked at Tony and Steve each in turn, her eyebrows furrowed. They lifted their arms from around Peter's shoulders and stepped away from him, their movements those of  
someone trying not to antagonize a grizzly bear. She took a solitary step forward.

"Mine," she said, ducking down and lifting Peter up onto her shoulders, her forearm holding him behind the knees, his arms and torso dangling behind her. She turned away from them and walked down the hall. Peter gave a shrug.

"Just make sure he's presentable by eight!" Tony called as they disappeared around a corner.

Carol carried Peter all the way back to his quarters, where she deposited him on the edge of the bed. She sat on his left and grabbed his hand, intertwining their fingers, then rested her head on his shoulder.

"Carol," he said.

"Shh…" she cut him off.

They sat there for a while, neither of them moving, though Peter did turn his head and relax against her.

"I'm sorry I left, Peter," Carol said into his shoulder.

"Don't be," he said, her blond hair tickling at his nose. "It wasn't your fault. And I'm sure the galaxy needed you."

Carol lifted her head and turned to look at him. "It did," she said. "But that doesn't mean you didn't."

Peter tried to look in her eyes, but the memory flashed at him again. It was as if her eyes were a translucent screen shading a monster behind them. He stood and crossed to the closet, rifling through his clothes for the one presentable dinner jacket  
he owned, praying Octavius hadn't left it at the apartment.

"I don't think I'm more important than however many trillions live in the galaxy," he said.

He felt Carol hug him from behind, her arms crossing an "X" over his chest.

Like he was being buried.

She stepped to his side and found the jacket, as well as a shirt to accompany it. She helped him out of the t-shirt he was wearing, and stared at him for a moment before walking around him, letting him dress in privacy.

Peter pulled the shirt on, having some difficulty with getting the cast through the sleeve, but managing. Once the shirt and coat were on, he walked in front of Carol and held out his left hand. "Come on," he said, wiggling his fingers, "Let's not keep  
the others waiting."

Carol took his hand and they walked to her quarters, where Peter waited outside while she changed. She came back wearing the same black halter dress and pumps she'd worn the night she returned from space.

His eyes scanned up from her feet, and as much as he loved what he saw, more memories started sparking in Peter's mind. As he reached her face, one memory was most prominent in his mind: laughter.

Laughter that he knew and recognized all too well.

Peter held out the crook of his elbow, and Carol took it, walking with him to the elevator to the penthouse.

The doors dinged open, and Tony greeted them as soon as they stepped through. "I tell you eight, you get here at eight-fifteen," he said. "Fashionably late as usual, Ms. Danvers."

As some of the others noticed that Peter had entered, Steve took to the balcony overlooking the room. "Avengers and friends," he said, clinking the side of his glass with his fork, "We are here tonight to honor one of our own."

Peter and Carol stopped in the center of the room, each of them holding a glass of water. Scanning the room, Peter saw many of the people there who had helped liberate him from Octavius's control: Reed, Sue, Johnny, and Ben Grimm of the Fantastic Four;  
the X-Men Cyclops, Storm, and Beast; and his fellow Avengers Luke Cage, Iron Fist, Hawkeye, Black Widow, Thor, Bruce Banner, and Wolverine. Matt Murdock was in the back, chatting with Jessica Drew, and Doctor Strange stood next to the window.

"One to whom we owe an incredible apology," Steve continued, causing Peter to look up at him.

"Peter Parker, the Amazing Spider-Man. There truly is no better descriptor for you," Steve said. "From the age of fifteen, you've been fighting this fight. Saved countless lives, battled powers that outclassed you at every level. You've sacrificed more  
than anyone would ask of you, and lost even more. And done it all without the appreciation of those you're helping. More often with their open derision."

Steve walked down the steps, until he was standing a foot in front of Peter. "Whenever any of us, whether the Fantastic Four, or the X-Men, or we in the Avengers, were in need, you gave of yourself without hesitation. Even against impossibility, you were  
there, lending what help you could. You've travelled to Asgard to aid the mighty Thor…"

"Aye!" Thor shouted, raising Mjolnir high.

"You've joined the Fantastic Four against the invading forces of the Negative Zone. You've fought the Hulk as he rampaged through Manhattan. You've faced demonic nightmares with Doctor Strange and godlike mutants with the X-Men."

Steve clasped a hand on Peter's shoulder. "But when _you_ needed _us_," he said. "We let you down."

Peter looked down at the floor.

"There were so many times something was off, so many signs we should've taken into consideration," Steve continued. "And we didn't. Because we were too wrapped up in ourselves, too distracted by things that we thought were more important."

Steve looked to Carol. "It took someone who didn't think there _was _anything more important to push the right buttons, to take our blinders off and show us that someone to whom we owe so much, someone we all consider a friend, was in danger."

Peter raised his head, first to look at Carol, then back to Steve. "Cap, I…"

Steve shook his head. "I know that the words themselves don't mean that much," he said. "I know that there's quite a bit of repair work that needs to be done before these bridges are fixed. But I hope this is a start."

Reaching out, Steve took Peter's left hand in his and shook it. "Peter, from the bottom of our hearts, every one of us, we're truly sorry."

Peter stood dumbfounded, his mouth agape. "Thank you, Steve," he said after a moment.

Steve nodded, then stepped away from Peter. The rest of the evening consisted of the others walking up and offering their apologies in one form or the other: Cyclops and the X-Men approached as one; Peter noted how diplomatic Scott had become since Xavier's  
death.

Reed and Sue came together, and Sue gripped Peter tight around the shoulders before turning to Carol and complimenting her on how good her dress looked. Reed just started trying to talk to him about the tests he wanted to run before Sue dragged him away.  
Even then, Reed's head stayed until he finished his sentence, then snapped back to the rest of his body.

Jessica Drew gave Peter a kiss on the cheek, and told him she was going to start keeping in better touch with Julia Carpenter, the new Madame Web, so they could know when something was going on within the "Great Web" that connected them all.

Johnny tried to get Peter into a drinking match with Ben Grimm, but the Thing declined, saying it wouldn't be fair. Until Thor and Logan stepped up to the table, and the pints started flowing. Peter managed to stay out of it, but by the end of the night  
Ben had a few new scratches on his stony skin and there was almost a hurricane blowing in from the Atlantic before Steve managed to talk Thor down.

Natasha kissed Peter on each cheek before asking for a dance. Peter politely declined, mostly because of how Carol's eyes were burning.

Clint challenged Peter to a game: William Tell with a twist. Hawkeye was supposed to never miss, and Spider-Man always proved nigh impossible to hit. So Clint would get ten arrows to shoot, and all Peter had to do was not get shot. "Blunted arrows, of  
course," Clint said. "But no wall-crawling, okay? Just agility." Peter ended up losing, not because Clint hit him, but because he instinctively somersaulted up the side of the wall.

Danny Rand and Luke Cage approached him together. "Carol brought something up to me when she was trying to convince us. She asked how many times Purple Man messed with me and Jess's heads, how we couldn't think something was off with you." Cage ducked  
his head down. "I think I knew, and I just didn't want to believe it. I didn't want to think someone could get to _you_ like that. You've been through enough, you know?"

Bruce Banner shook Peter's hand as he walked out, not saying a word, but at least remembering the cast this time.

Tony offered to build Peter a new suit of armor as an apology, but Peter turned him down.

Matt Murdock took Peter aside. "I know you're still upset about everything," he said. "If you want to talk, you know where to find me."

Doctor Strange approached last, as the night was winding down and most of the heroes had left. "Don't forget," he said, "I'm here if you need me."

Through it all, Peter felt a buzzing in his head, not unlike his Spider-Sense, but softer. It was like a haze over his thoughts, one that wouldn't let him collect himself.

Carol didn't leave his side all night. As everyone piled into an elevator to head back to their quarters, she squeezed his hand. "Do you want to head down, Peter?"

He turned to look at her, and his thoughts cleared long enough for another memory to flash before him. He tried to give her a smile, but knew he failed from the expression her face. "I want to, Carol, really I just…" he took a breath. "I need some time.  
There's still a lot I need to get sorted."

Carol nodded. "Okay. I'll see you tomorrow?"

"Sure," Peter said.

She let go of his hand and headed into an elevator. He watched until the doors closed, then entered the next one. He pushed the button for the lobby.

Peter walked the distance from the Tower to his apartment. It was a long walk, but he didn't have any money for a cab and he had no interest in web-slinging.

The old wooden door groaned as he opened it, and he hung his keys on the hook next to the frame. He stared into the kitchen, at a cabinet that he almost never opened. But as he stood in the doorway, his Spider-Sense gave the smallest of tingles, and he  
turned his head, only to have an entirely new sequence of memories accost his mind.

"Slick, I know that you had a plan, and you're so meticulous in your planning, but I found this in the closet and I just… well, I didn't want to wait!"

Anna Maria Marconi ran up to Peter and jumped, throwing her arms around his torso. He dropped to his knees from the unexpected weight, and as soon as her feet were back on solid ground, she thrust her left hand under his face, the shimmer there almost  
blinding him.

"Yes, Peter Parker, I'll marry you!"


	6. Chapter 6

_**Hello, friends, and welcome to Chapter Six! I'm BACK! I swear, I'm really sorry this took as long as it did. I was nearly finished with it over a month ago when my computer crashed and took the whole thing with it. I was fairly dejected about the whole thing, and it took me forever to get back in the saddle. But I'm here, and updates WILL be coming. SOON.**_

_**Also, if anybody is heading to New York Comic Con, I'll be there hanging out and trying to sell my original graphic novel.**_

_**Please, as always, read and review, I really appreciate it. Thanks so much for the patience and understanding!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Six**

"You okay, Slick? Your hands are trembling."

Peter held Anna by the shoulders, his arms extended as far as they would go. The ring on her finger still glittered, even in the dirty yellowed light from the bulb overhead, and each glint into his eyes caused him to suck another heavy, shaky breath in through his nose.

Anna tried to step back and take his hands, but found the cast around his right arm instead. "Oh my God, Peter, what happened to your wrist?"

He couldn't bring himself to look at her. Each time he tried, his mind was accosted with another stream of memories: her tutoring Octavius through the dissertation process, staring into his eyes as she spoke; her standing on a step stool in front of his stove, trying to carefully measure ingredients as Octavius fumbled with whatever machine was in front of him.

Her body writhing on top of his as his hands played across her torso…

"Peter?" she asked. "Are you alright?"

Anna's voice had a sense of being alien while at the same time sounding familiar. It was insane. Octavius had been in love with her, but Peter Parker didn't know this woman. A steady rumbling had been growing in the back of his skull, not unlike his Spider-Sense, but almost as though it were trying to project itself outward.

Like it was trying to warn _her _that _he_ was the danger.

"Listen, I know you're really serious about your plans and I kind of messed that up, but…"

"Stop." Peter snapped. "Just… stop for a second."

He could feel blood boiling in his fingertips. He heard her shoulder pop from his squeezing. He wanted her gone.

An image of throwing her through the window passed before his eyes. A small measure of revenge.

He could just lie. Tell her he'd been unfaithful. That he was gay. Anything, just to get her out of the apartment and out of his life. He'd certainly lost enough women he cared for through his lies.

But no. None of this was her fault. She hadn't known that the body she was attracted to didn't belong to the man she fell in love with. She wasn't responsible. Regardless of how skewed it might be, Anna deserved some measure of the truth.

Peter let go of her shoulders and crossed the room to the couch. "Take a seat," he said, gesturing to the chair across from him.

She obeyed, crawling into the recliner, and faced him.

The squeak of the overhead fan was the only sound in the apartment for a few moments.

"There are some things I need to tell you," Peter said. "When I'm done, I guess we'll see how you feel."

He could see the wrinkles in her forehead, her eyebrows pushing up into her black bangs.

"You know that I make tech and stuff for Spider-Man, yeah?" he said.

She nodded.

"Have you ever heard of Doctor Otto Octavius?" he asked.

"Of course, Peter, you practically won't shut up about him, about how much of a genius he was," she said.

"Right," Peter said. "Have you ever heard of his alias?"

"I know he was Doctor Octopus," she said. "One of Spider-Man's bad guys. But he died about six months ago or so, right?"

"Yeah," Peter said. His voice was rough, throat thick with phlegm. He cleared it. "Well, not exactly."

He ran a palm through his hair. "Before he died, Octavius managed to hit me with some kind of robot thing."

Anna leaned forward in the chair, her thumb playing with the ring.

"Somehow it transferred his consciousness into my mind," Peter said, "Basically saving him from death."

"For the past six months, Doctor Octopus has been in control of my body."

Anna's thumb flicked the ring off her finger and into her right palm. "Why?" she said after a few seconds, her finger rolling the diamond around in her hand. "Why you?"

Peter shook his head. "I'm not sure. Best I can figure is he was biding his time, trying to get close to Spider-Man."

"And your doctorate? And the company?"

"Spidey's told me tons of times about Ock's giant ego. The guy probably couldn't live with himself without being recognized as a genius. Having a company with 'his,'" Peter made quotes with his fingers, "Name on it was just icing on the cake."

She stared at the ring in her palm. "And us?"

Peter sighed. "That was…" he sighed. "I'm sorry, but that was all him. I have some fuzzy memories of it, but that's all."

Anna nodded. "So, what you're telling me is that a dead super-villain invaded your mind, took over your body, and what? Proceeded to live your life as he saw fit? A fresh start, just to bide his time and get close to his nemesis?"

"I guess so," Peter said.

"Well," she said, sliding off the end of the love seat, "I'm sorry, but that is the biggest load of crap I've ever heard."

Anna walked around the small table between them, then grabbed the cast around Peter's forearm. "What happened here?" she asked, shoving the ring underneath the plaster and into Peter's palm. "Did Octavius-as-Parker slug Spidey in his lantern jaw?"

"No, I..." Peter said. "That is, Spider-Man figured out what was going on, but he had to distract Octavius while one of his Avenger buddies entered my mind and forced Octavius out."

Peter held up his arm. "He broke my wrist. The pain worked as a distraction long enough for someone to get in and clear Octavius out."

Anna shook her head. "Seriously? That's what you're going with?"

"It's the truth, Anna," Peter said.

"Right. And I'm Captain Marvel," Anna replied. She pulled her coat and scarf down from the hook on the back of the door. "You know, Peter, if you wanted to break up with me, you just had to say so. You didn't need to make up stories."

She pulled the door open, but hesitated at the threshold. "I guess I'll see you at work on Monday. I supposed that's one of the things _Doctor Octopus_ did that you don't mind keeping, huh?"

An echo rolled through the apartment as the old wood slammed into its frame. Peter waited a few minutes before rising to turn the lock, his hands pulling his hair back. He leaned against the thick oak, and his eyes glanced again at the cabinet beneath the sink, the one he opened so rarely.

Like he had the night Carol left.

But that wasn't what he wanted. He walked into the bedroom, where he was waylaid with another barrage of memories. It seemed that Anna Maria had overridden anything that had remained of him in his apartment. Her scent was everywhere, almost permeating the walls. Sitting on the edge of the bed only made it worse. Full scenes were returning to him, now, rather than hazy images, and he could feel his frustration building with each moment he stayed in that room.

It was late, and he was exhausted.

Rising from the bed, Peter opened the closet. He saw the box laying on the floor, Octavius's handwritten minute-by-minute outline of his proposal next to it. He pulled the ring out from beneath his cast and dropped it in a shoebox on the floor, along with Octavius's note. He reached up into the ceiling and moved the false panel, pulling down a spare costume and web-shooters, along with a first aid kit.

Smashing his arm into the doorframe, Peter shattered the plaster cast around his wrist. Wincing, he opened the first aid kit and pulled out a large syringe, which contained a viscous, blue-green gel, a sample of the enzymes Tony and Reed had used to mimic Logan's healing factor after Kang the Conqueror's attack.

They'd made Peter swear to save it for an emergency. But to Peter, there was no greater emergency than the one he was in right then, because if he didn't get out of that apartment, things were going to get broken. Probably nosy neighbors.

He jammed the needle into his forearm and pressed the plunger down. It stung at first, felt almost like fire beneath his skin, but soon it began to cool, and Peter could feel his broken bones stitching themselves back together. After a few minutes, he tested himself: full rotational range of motion, making a fist. It felt a little numb, tingly, like how his jaw would feel after a shot of Novocain, but the pain was gone. He clipped the web-shooters onto his wrists and checked them, then pulled on his costume.

Peter climbed through the hole in his ceiling and onto the roof. He heard the movement and bustle of the city beneath and around him, caught a whiff of the scents that only New York could bring. He was still getting used to having his senses again. Leaping over the side, Spider-Man swung into the night, confident in the freedom and escape that web-slinging had always brought him.

As he swung over the streets, he saw something new in the eyes of the few New Yorkers who were out in the early morning hours. Rather than the usual cries of "Menace!" or the occasional smile and wave, every single eye he caught as he swung through the concrete canyons was wide.

Afraid.

Peter landed on a rooftop and ran across, but as he leapt to the building adjacent, he heard the sounds of struggle coming from the alley below.

"Shut your mouth!" a man said. "Shut your mouth or I'll blow your brains out and finish with what's left."

Scaling down the side of the building, Peter saw a man kneeling down in the scant light from the street, a gun shoved underneath another human chin. His right leg pressed against a chest, his knee stabbing into the sternum. Peter heard the clinking of a belt being pulled open, the ripping sound of a zipper being pulled down too quickly.

Spider-Man dropped into the alley behind them, his feet silent, his rage preventing his mouth from cracking a joke. He fired a web onto the gun a pulled, catching the blackened steel in his hand.

Rising, having to hold his jeans up with both hands, the assailant took a step back, his eyes so wide and his pupils so small that they resembled two pinpricks on a sheet of paper. As the man stepped away, Peter got his first look at the victim's face.

It was another man.

Messy brown hair, brown eyes. Peter found himself a bit unnerved at the similarities.

The criminal took another step backward, and having buttoned his pants, raised his hands in attempt to ward Spider-Man off. "I swear, I didn't know this was your turf, Spider," the man said.

Peter walked forward, the gun trembling before he crushed it in his hand.

The man backed into the wall and turned his head away, knowing there was nowhere left to run.

Pressing his mask against the man's nose, Peter webbed him to the wall.

"Please don't kill me."

Peter raised the broken gun, intending to web it to the wall next to the assailant, but instead his mind was hit with another memory, this one stronger, more vivid:

_Octavius stands in Grand Central Station, staring down the rifle at the damaged, weak man kneeling before him. A polished metal sheet gleams on the left side of the man's cranium, and tears streak down his cheeks. "I'm… scared?" he says. "Fear. First time years, I-I've actually felt something."_

_Someone groans behind him, a reminder of the dead and dying in the room. Because of this man. Because of this gun._

_ "__Real emotion," the man—Massacre—says. "It feels… wonderful."_

_Octavius hears a slight whisper in his mind, a still, small voice saying Massacre could still be cured. That there might be hope._

_But Octavius knows better. He's been here before, seen dozens upon dozens of others just like Massacre. They never changed. They never will._

_ "__This changes nothing," Octavius says. "You are who you are. That killer will always be hiding inside you."_

_He'd like to say that the gun trembles, that he hesitates. But that would be lying._

_ "__There is only one solution here."_

The sound of a gunshot snapped Peter back to himself. The assailant's weapon was laying on the ground, crushed beyond use. Peter turned away from the man to see the victim standing now, leaning against the green steel of a dumpster.

"I swear I thought you were gonna kill him," the man said.

Peter put a hand on his shoulder. "Stay here until the police arrive," Spider-Man said. "They'll need to take your statement."

The man nodded.

Spider-Man leapt into the air, and swung into the night. There was no escape here. There was no escape anywhere.

His webs carried him to Avengers' Tower, where he crawled through a side window unnoticed. It seemed that Octavius hadn't spent too much time there, so it was the least likely place to generate any more flashes of memory.

As long as he stayed away from Carol.

There were many things he could watch and relive if he had to. But he couldn't see the first night again.

Peter climbed into the corner of the ceiling in the common room, and curled himself into a ball. He hoped that he might be able to find some kind of rest there.

If only his mind would quiet.

**XXXXXX**

Carol couldn't sleep.

She was back on Earth. She was home.

But it didn't feel like it.

She threw the covers off herself and walked over to her window. She thought about throwing her costume on, going out to do some hero-ing, but that wasn't much her style.

It was just something she picked up from Peter.

Carol thought long and hard about what happened to him. Mind control. His body being used against him the way it had been. Trapped inside, forced to watch while Octavius did things that Peter would never do.

She could relate.

She considered going to find him when there was a knock at the door.

Throwing a robe over herself, she opened the door to find Doctor Strange standing there.

"Hey, Doc," she said. "What brings you here this late?"

"Is Peter here?" Strange asked.

"No, he went back to his place," Carol said, her voice heavy.

"Good," Strange said. "We need to talk. Come with me."

Carol followed Strange out to the common room, where they sat across from each other on opposite sides of the small table.

"What's going on, Doc?" Carol asked. "Is this about Peter?"

"Yes," Strange said.

Neither of them noticed or heard the shuffling coming from the ceiling.

"Is something wrong with him? Is Octavius still there?"

Strange shook his head. "It's just something that I think you need to know. That Peter absolutely doesn't. You understand?"

Carol frowned. "I don't like hiding things from him."

"Trust me, Carol, when I tell you, you'll know why it must be."

She crossed her arms over her chest. "What could be so bad?"

Strange leaned forward, his fingers intertwined in front of his face. A few moments of silence passed between them before he spoke again.

"Peter was never possessed by Otto Octavius."


	7. Chapter 7

_**Hello, friends, and welcome to Chapter Seven! I hope you're ready for things to get heavy, because I'm dropping a thousand ton weight on you with this one. Seriously, though, I hope you guys enjoy it. Please read and review, and, as always, I humbly thank you for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Seven**

Carol's eyebrows shot into the air, and her face went slack-jawed. "What are you talking about?"

Strange rubbed a hand over his goatee. "I can't be certain of everything," he said. "I don't know the details of how he became affected by Octavius the way he was."

"Then tell me what you are certain of," Carol said.

Strange sighed. "Octavius was a scientist, gifted in robotics and nanotechnology. Most likely he used some kind of robot to achieve his takeover of Peter's mind."

Carol's brow furrowed. "What's your point?" she asked.

"The point," Strange continued, "Is that Otto Octavius himself was not in control of Peter's mind and body."

"Then who was?" Carol asked.

"Peter," Strange said. "Except that he believed himself to be Otto Octavius."

Carol raised her palms in front of herself. "Back up," she said. "Maybe you should start from the beginning? How could Peter believe himself to be Octavius?"

Strange pursed his lips and hummed. "Our being, what makes us the individuals we are, is split into three parts, but all the pieces work in concert to constitute the whole, understand?"

She nodded.

He reached out and placed his hand on her forearm. "The first is the body, the physical, tactile thing that performs actions."

"Okay, that part's easy," she said.

"The second is the mind," he continued. "Which is the plane wherein all thoughts and emotions are generated. This is measurable brain activity, wavelengths. Cognitive thought, consciousness, memory, motor function. All of this is in the mind."

Chewie (Carol's "cat" she rescued from her ship after Peter left the party) jumped into her lap and bumped her fist with its head, demanding attention. "I think that makes sense," Carol said, absentmindedly scratching around its ears.

Strange stared into her eyes, and his seemed to flash for a brief second. _This is also the plane that telepaths tap into in order to read minds or influence others,_ he said.

"Okay, thanks for the warning, but I get it now," she said. "What's the third?"

"The third is the soul," Strange said. He held out his open palm, his fingers cupped up into an uncapped cage. A small, bright ball appeared between them. "The soul is _grown_ as we live, by every thought in the mind and every action taken by the body. The soul is the very essence of _who we are_."

Carol blinked at him. "Mmm… kay…" she said. "So how does all this matter? For Peter, I mean."

Strange closed his fist, and the ball of light faded away. "Well," he said, "Octavius was a scientist, and there are limits to what science can do. Specifically, there is no way that science—machines and mathematics—can affect the soul."

He leaned forward. "However, what science _can_ affect, and as we've seen with many of us, including yourself, is the _mind._ Memories can be altered or removed completely, cognitive thought can be erased or shut down altogether, dormant personalities can be awoken by rage and radiation."

"But what about Peter?" Carol asked, her voice rising in volume. "You're not saying he has some split personality, are you?"

Strange shook his head. "No, nothing like that," he said. "What Peter believes is that Octavius _possessed _his body, that he was forced to watch from inside while a madman used his flesh to perform horrible deeds."

The Sorcerer Supreme ran his palm over his goatee and sighed. "The reality is much worse. In order for an actual possession or 'body swap' to occur, the souls would have to be removed and replaced in the opposite bodies. There is no machine on Earth or anywhere in this universe that can manage this."

Carol shook her head. "Then what happened?"

"I only have suspicions," Strange said. "But what I speculate is this: Octavius used some kind of machine to transplant his memories onto Peter's mind."

"But how would that make Peter believe Octavius possessed him?" Carol asked.

"Consider," Strange said. "All that we have to inform our decisions, to give us information about how we should act in a given situation, are our memories. If all of Peter Parker's memories—his childhood with his aunt and uncle, his early years as Spider-Man, his relationship with you—are blocked, or removed, then the only memories he will have access to will be those of Otto Octavius, thus making Peter Parker speak, think, behave, and believe as Otto Octavius would."

"Prior to using the machine, however," Strange continued, "Octavius would leave some of Peter's memories open and available, so as to still have some recall of Peter's past; something that he could draw from in order to maintain the façade of still being Peter Parker."

Carol pinched the bridge of her nose. "But you spoke with him, didn't you? You saw some aspect of Peter inside his mind when you went in there."  
"Remember how I said the soul is grown?" Strange said. "It takes more than a few months of running around believing yourself to be a villain in a hero's body to alter a lifetime of selflessness. I was speaking to Peter's soul."

Carol rose from her seat, dropping Chewie to the floor, and began to pace. She knew Strange was right, in what he'd said. But it was terrible thing she was going to have to do. "I don't like lying to him, Doc. He doesn't deserve it."

"I know he doesn't," Strange said. "He deserves the truth. But you know what will happen if he gets it."

She nodded. "Yeah, I do."

They stood in silence for a few moments before Carol asked, "What happened to Octavius, Doc? The real one?"

"He's dead, Carol," Strange said. "Dead and gone."

"You're sure?" she asked.

"Now that his memories are purged from Peter's mind, he must be," Strange said.

Carol sighed. "I suppose that'll have to be good enough."

Strange moved to leave, but turned in the doorway. "I'm sorry to lay this burden on you, Carol," he said. "But someone had to know the truth. Someone close to him. If he ever comes to it on his own…"

"He won't, Doc," Carol said. "Don't worry."

Strange walked through the doorway, and Carol started back to her room. "C'mon, Chewie," she said. The cat plopped along at her heels, purring its way down the hall.

Neither of them heard the short burst of pressurized air from the corner above them, or the pair of silent feet that touched the floor.

**XXXXXX**

Carol laid in bed for an hour, hating herself and Strange and everything about what he'd told her, before deciding that Peter's wishes be damned, she wanted to see him. So, as the clocked ticked over to 3:31 in the morning, she shot out of the tower's window and landed at the street entrance to his apartment by 3:32.

She'd expected him to be either swinging about the city or sleeping, but was surprised to see light glowing from his window. She hoped he hadn't let Octavius's girlfriend stay; she knew it was a possibility, of course, Peter was too kind-hearted to toss someone out onto the street, but if he'd done that he should've come back to stay at the tower.

Last time Carol had been hoping to surprise him, but this time she just used her key to open the door.

The second the door opened, it hit her.

The smell.

She hadn't smelled that in years, she'd been so careful.

Jack Daniel's Tennessee Whiskey. Well aged, she knew.

She shouldn't be here. _Couldn't _be here, it was too dangerous.

She remembered smashing through the wing of a 737, barely catching the damn thing in time before it crashed. The headlines read, "Drunken Ms. Marvel Destroys Commercial Airliner, Nearly Kills 145."

"Carol, my darling," she heard from the kitchen. "Come sit with me."

She could barely make out the words.

The thick brown bottle swung precariously over the floor. Peter was holding onto it with a fingertip. There were only a few sips left, and the glass in front of him was empty. "Peter," she said, taking a step forward, "What are you doing?"

"Toasting… something," Peter said, pouring himself another glass.

"Okay, Peter, I know you're upset right now." Carol reached down, her hand trembling, and took the bottle. "But this isn't you."

He snapped up, the speed she so often forgot was there startling her. "What do you know about who I am?" he asked.

She held up the bottle. "I know what this is," she said. "I know the appeal. And I know why you're doing it. Better than most. I know what it's like to have someone in there, messing around in your mind."

Peter walked into the bedroom, his equilibrium perfect in spite of his intoxication. "I know you think you do, Carol, but you don't. Not this time."

Carol followed him, setting the bottle on the counter. "Did you really just say that to me? Knowing what I've been through?"

"At least you have someone else you can blame," Peter said. "Mine's all on me."

"What are you talking about, Peter?"

"I was there, Carol!" he shouted. "I heard the whole thing between you and Strange!"

Her breath stopped.

"I was there because I needed… I wanted to come see you, but I couldn't because every time I look at you, I…" Peter sobbed through his breath, and rubbed his eyes. "And then there you were, and you were talking to Strange, and I heard…"

His eyes snapped up. "I heard everything."

"It wasn't your fault, Peter." She knew the words were useless the moment she said them, but she knew they needed to be said.

Peter Parker, Spider-Man. Fueled by the death of his Uncle Ben. A death he could have prevented, had he just acted, rather than stood by. Fueled by the death of Gwen Stacy, his first love. A death he could have prevented, had he only been faster.

Peter Parker. Fueled by guilt.

"Everything that happened while you were gone, everything that I thought I might actually be able to absolve myself from, it…" he paused, taking a breath through his sobs. "It was all me. Do you understand?"

His fist rose, and beat on his chest with every word. "It's all on me!"

Carol thought about stepping forward, trying to comfort him, but she didn't know where to begin. Her body felt rooted to the spot, watching this man she cared for suffer and being incapable of helping him.

Peter's hands went up to his face, trying to wipe the tears away. "Everything that I've done, it's on my hands. Carol," he looked up at her, his hands open before his face. "There's blood on my hands. I killed a man. I saw it, tonight, I watched it happen. Like I was watching a movie, I saw a rifle in my hand and I saw my finger pull the trigger."

She crossed the room, trying to close the distance between them, but he pulled away from her. "Peter," she said, "Explain to me how Octavius tricking you into believing you're someone you aren't means this whole thing was your fault."

The top of the dresser next to the wall caved in as Peter's fist slammed down. "Because I should've been stronger!" he shouted. A picture of Peter with his aunt and uncle flew off the dresser and cracked at Carol's feet. "I should've been able to get past it! Or fight through it! I should've been better! I should've been…"

His voice trailed off. He walked back into the kitchen and grabbed the brown bottle off the counter, pouring the last of the whiskey into his glass.

Carol tried to look in his eyes, but he kept avoiding her gaze. "Peter," she said. "Look at me."

He stared at the bottom of her chin.

"Peter Benjamin Parker," she said, taking her military tone. "Look at me."

He shook his head.

Carol realized that the entire time she'd been there, he hadn't looked her in the eyes. Not once.

"You mentioned something happens when you look at me," she said.

He nodded, sniffed.

"What is it?"

Peter crossed the room to the bookcase, the one larger piece of furniture he owned. It was full of science books, texts he'd used as both a student and teacher. He set the glass of whiskey on the old black shelf and rested his wrists against the wood. His forehead pressed against it, and he spoke to the floor. "The first night that 'Octavius' had control of my body," he said, "There was a lot to sort through. 'He' came back to this apartment, and sat on the edge of the bed in there, rifling through Peter Parker's memories, learning everything about me so 'he' could more effectively play the role."

Carol's hand moved to her mouth, and tears began to streak down her face.

"I started with the most recent memories first," he said. "With this whole new filter on what I was seeing. And every time I came to a memory of you and I together…"

Peter's voice was cut off by his sobbing. "I replaced myself with him, in my mind. And then I…"

Carol started to head toward him, her arm outstretched; she wanted to hold him, to let him know he wasn't going through this alone.

"Every time I look at you, Carol, I see it all over again," he said. His voice was stone, ice cold. "I can't look at you."

She'd heard that tone before, plenty of times. And she knew what it meant. Her arm dropped back to her side, and she took a step backward.

"Do you want me to go, Peter?"

The words hung in the air like the scent of fire. They permeated everything in the room, slunk their way into every pore and nook. There was hesitation in the silence that followed, but Peter never looked away from the cadre of books in front of him.

"Yes."

Peter's shirt tightened around him as he gripped the bookshelves, the old wood creaking against the pressure. Carol could see the outline of his back in the fabric, the lines across his body evidence of all he'd sacrificed for her. She remembered how damaged he was then, the stone shrapnel jutting out of his body, blood flowing freely.

But she knew that was nothing compared to now.

"Peter," she started.

"Go," he called, turning his head to give her a sideways glance.

She took another few steps back, then turned and walked out the door. Walking into the night, she shot into the air after a few steps, desperate to see someone, anyone, just to prevent herself from finding a bar and drinking everything behind the counter.

Peter watched her as she flew past his window, then downed the last of his whiskey. He slunk to the floor, holding onto the glass by a fingertip, his arms propped up on his knees.

"Go find someone who can make you happy," he said.


	8. Chapter 8

_**Hello, friends, and welcome to Chapter Eight! I apologize for the slow updates, at least compared to my last story, but I started a new job that I really love and it takes up quite a bit of my time. Anyway, I hope you enjoy this next chapter! Please read and review, I would greatly appreciate it, and as always, thanks for reading!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eight**

Carol didn't so much land on the balcony at Avengers' Tower as fall on it. Her feet touched down on glass and steel, but her legs, powerful enough to punt the Colossus to Mars, didn't have the strength to hold her. She dropped to her knees, her hands shaking. She lifted them to her face, forming fists, then raised one to punch the wall before realizing Tony probably wouldn't appreciate her smashing his balcony. Instead she ran them through her hair, once, twice; everything beneath her skin itched. She felt like she couldn't move enough, and at the same time like she wanted to be statue still for the rest of her life.

Leaning her back against the wall, Carol looked up at the stars, wondering if she ever should've left them. She dismissed it, knowing she'd done the right thing for Peter; he deserved to be freed from Octavius's influence. But her heart broke for what he was going through now. Tears streamed down her face as she thought about what he was experiencing: so many memories, intimate memories, flashing before his eyes as diseased husks of what they once were.

She picked herself up, wiping the tears off her cheeks, and headed into the building. The silence seemed to pour over her, and each step felt more sluggish than the last. Whiskey from his breath still lingered in her nostrils, and she could almost see the tiny molecules of alcohol clinging to the hairs there, trying to comfort her, to remind her how well they would wash the pain away.

God, how she _needed_ them.

Carol Danvers was not a woman to be slave to anyone, but when everything in her life had gone sideways, she'd been enticed by the bottle. Lost her powers and memories to Rogue, gotten them back thanks to Professor Xavier, but no emotional connection to them. Court-martialed by the Avengers, abandoned by the X-Men who'd become her friends, discarded by her family long before: only the bottle remained. Only the bottle told her it would all be alright.

"I've never seen someone with liver damage this bad," her doctor had said. "I imagine the only reason your still alive is your alien physiology. But listen to me. If you have another drink, it will kill you."

The whiskey keened at her, reminded her where Logan kept his beer. "We're too strong," it said. "But a beer's probably fine, it's only five percent or something."

She needed help. And she knew just where to get it.

The door to the workshop nearly flew off the hinges when she pushed it. "Tony!" she called.

He was sitting at one of his tables, an arc welder in his hand, repairing a gash in one of his old suits. "Hey, Carol," he said, putting the tool down and lifting his mask. "How'd you know I'd be in here?"

"It's four in the morning, Tony, you're always in here," she replied, dropping into a stool next to him.

He turned around to look in her face, and she saw his eyebrows knit together. "Everything okay?" he asked.

She wondered what she must look like to garner that reaction, and it granted her the briefest of smiles before the tears came. She knew that she wasn't like this, that this wasn't her, but it just felt so good to let it all out that she didn't want to stop.

Tony rolled his stool over to her side and put his arm over her shoulders. And he said not a word as she told him everything that happened. What Strange had told her about Peter, that Peter had heard it all. That she'd gone to his apartment and found him drinking. That he'd asked her to leave.

When she'd finished, Tony gave her shoulder a squeeze, then stood. "Well, you know what I like to do in these situations?" he asked.

Carol raised her head and sniffed, goop rolling back into her nose. "What?" she said.

He'd stepped over to a fridge in the corner. "Have a drink," he said.

"What? Tony," Carol said, standing and backing a few steps toward the door. "You know I can't…"

"Huh? Oh, not that, duh," he said. He opened the fridge and pulled out two bottled waters. "This. To remind us that we're always better than our addictions."

He tossed her the bottle and she caught it, noticing the Avengers logo emblazoned on the wrapping. "And this?" she said, holding it up for his inspection.

"To remind us that we're Avengers, and we never lose," he said, sitting back on his stool. "Even to ourselves."

Carol sat down next to him, smiling, and cracked open her bottle. "Thanks," she said, tapping his bottle with hers.

"Anytime, Cheeseburger," he said.

They sat in silence for a few moments, and Carol drank her water, letting the fluid flow down her throat. No bite. No horrid aftertaste. No twinge of regret.

"So Peter just asked you go, huh?" Tony asked. "Does that mean you're through?"

There it was. Hadn't come from the drink, but it was there all the same.

"I don't know, Tony," Carol said. "He's so messed up right now, I just don't know."

"What do you think?"

She paused for a moment. "I think he blames himself for everything that happened with Octavius," she said. "I think he feels alone. I think he feels useless… no, worse than useless. I think he feels like a detriment, like a weight holding the rest of us down."

Her eyes burned with tears again. "I think he feels like he's not good enough."

Tony sighed. "Well, I'm sure he'll come around. He always does, eventually."

Carol shook her head. "This is different, Tony. I've been where he is. He's shattered, completely. I saw it in his eyes. There was nothing there but sadness. It took me almost killing myself with alcohol to find my way back from it. God knows what it's going to do to him."

"That doesn't mean that there isn't some room for happiness," Tony said.

"Maybe," Carol replied.

"For everyone."

Carol turned to look at Tony. She hadn't noticed how close he'd gotten, how much he was leaning in toward her. His face was inches from hers, his eyebrows upturned. He seemed sincere in his concern for Peter, but she knew what this was. She'd been here before too.

"Tony," she said. "What are you doing?"

"We're just talking, Carol," he said. "I just want to get a sense of how I can best help Peter out."

"And hitting on me after an ambiguous breakup with him is the best way for you to do that?"

Tony leaned away from her. "What? I'm not…"

"Stow it, Stark," Carol said, rising from her stool. She tossed the empty bottle in the trash on her way to the door, and paused in the frame. "We've been down that road before, remember?" she said. "I know what it looks like. I'm supposed to be your friend, Tony. So is Peter."

The glass cracked as the door slammed into the wall. "I'm ashamed of you."

Carol half-ran back to her quarters and barricaded herself inside. She stripped out of her clothes and climbed into bed, hoping that sleep and time might give her an idea, something tangible that she could grasp. Or at least make the pain stop.

**XXXXXX**

Peter woke up on the floor by his window, feeling like his liver had climbed out of his body and beaten him over the head with a chair. Then his heart had done the same until the chair was broken.

The glass had rolled away from him, dribbles of whiskey spilled out onto the warped hardwood. He flopped himself forward, trying to grab it, but his strength, combined with grogginess, caused it to shatter beneath his palm. He lifted his hand, letting the shards stay on the floor. Several small slivers stuck to his fingers regardless, though none pierced his skin, and he brushed them away.

Peter tried to stand, but his head was heavier than the rest of his body. He felt like he had before the spider: thin, frail, clumsy.

He knew he wasn't still drunk. Despite being a devout teetotaler, he was well aware his powers would push the poison out of his system within a few hours. No, this particular hell was a cocktail of two parts hangover, one part exhaustion, and a gallon of heartache.

In spite of himself, he almost expected Carol to be there when he woke. He'd practically counted on her stubbornness, hoping that she would've been lying on his couch, holding her homemade hangover cure in one hand and an extended middle finger with the other. But given what he'd said to her last night, drinking in front of her, throwing it in her face.

Telling her to go.

He wasn't surprised.

The chair's armrest served as leverage enough for Peter to pull himself up. He stood, and though his equilibrium was immaculate as always, he still felt like he wanted to waver. He didn't want to be sober. He didn't want to remember.

He swept up the glass, then hobbled his way into his bedroom. No further memories accosted him as he looked at the full-size mattress. He wondered if he'd managed to drown them out.

The shoebox holding Octavius's notes and ring stared at him from his closet floor, and he dropped to his knees. Opening the box, he pulled out the paper. He saw the handwriting there, matching his own. And it gave him an idea.

Peter studied the writing; not the words themselves, but the sweeping movements of the pen over the paper. He tried to remember writing them down: the pen in his hand, the pressure of the plastic between his fingers, pushing the tip down onto the hard surface of the table. His fingers traced the words over and over again, writing over them without a pen.

The muscles in Peter's eyes pulled back, lost focus, and suddenly he saw the words being scratched into the page. Octavius's diction echoed in his head, reciting the plan. He saw it all clearly, but was aware he was still Peter. And it was exactly what he wanted.

Now he knew he could control his memories from his time as Octavius. Or at the very least, watch them at will. And he wanted to see one in particular.

Peter turned around and sat on the edge of his bed, then laid himself down. He closed his eyes, concentrated; he held his still-tingly right wrist with his left hand and thought back to his last moments as Octavius.

**XXXXXX**

_The door explodes open, Danvers standing on the other side._

_"__You're… too late… Avengers…" Octavius says. "Parker… is gone…" He's well aware that he's lying, but they're probably too foolish to realize it._

_Danvers shouts at him, grabs his wrist and holds it in front of his face. "He's not gone," she says. "He's not."_

_Octavius raises his head, despite the weight of the Neurolitic Scanner on top of it, and smiles at her. "You… can't have him… Carol…" he says. "He's… mine."_

_Tears roll down the woman's cheeks. "No," she says. "He's mine."_

_His Spider-Sense explodes in his mind only a half-second before he felt the bone in his wrist do the same. He screams, and nearly passes out from the pain. But he holds his concentration. Parker must be purged._

_His eyes squeezed closed, Octavius hears other voices in the room; Strange, Stark, Richards. Idiots, all of them. Didn't they understand? How superior he'd been as Spider-Man? How brilliantly he'd fooled them all?_

_That even if they stopped him here, he'd already won?_

_Another voice whispers in Octavius's mind, but he isn't surprised by it. In trying to dispel Parker's presence, it made sense for the elements of his memory to coalesce, to become a more unified adversary. "Not yet," Parker says. "I'm not done yet."_

_Octavius feels hands on the side of his head. Strange._

_"__You're weak, boy," Octavius says. "Just let go."_

_"__Not a chance," Parker says._

_Another hand takes Octavius's remaining one. Danvers._

_"__Hey, Pete," she says. "I know you're fighting, and you're tired of it. But I need you to give it just a little more, okay?"_

_Octavius starts to feel pressure in the back of his mind; Stark and Richards disrupting his creation._

_"__I'm here now," she says. "I've done what I can. I got everyone to listen. Now it's up to you."_

_Ignorant woman. Parker can do nothing. He never could._

_Except that pressure was building. As was the pain._

_Octavius hears himself screaming. He tries to stop it, to calm himself, but realizes he can't. Parker is gaining control, beating him out._

_"__I know it's hard," Danvers continues, "I know you may want to give up. But you're not done here."_

_Redoubling his efforts, Octavius tries to force through the blocks Stark and Richards are placing on the Neurolitic Scanner, through Strange's magic strengthening Parker's mind. He grits his teeth, feels the body do the same._

_"__I'm not done with you yet," she says. "So you better fight with everything you've got, or I'm gonna find a way in there and kick your ass."_

_Octavius feels a hand intertwine its fingers with his, but they are numb, the sensation cold. He tries to squeeze, to turn his wrist, to pull away, but none of it works. Suddenly a voice is in his ear, but sounds as though it's speaking through water. It sounds familiar, but he can't quite place its owner. "I miss you," it says. Female. Husky. Vibrant with life, though a bit sad. "Come home to me. Please."_

_"__Do you hear that, Otto?" Parker says. "That's my lady out there. I'm getting back to her. And you can't stop me."_

_"__You don't understand yet, do you, Peter?" Octavius says. "I am the Superior Spider-Man. I am your superior in every way. I don't have to stop you. Because I've already won."_

_The statement is jarring enough that Parker is forced back out, briefly, and Octavius laughs. He turns his eyes upward, looks into Danvers's face. "I… told you… Carol…" he says. "He's… mine."_

_"__No!" Parker shouts, and Octavius feels a violent yank on his consciousness. "This is my body, Otto! My life! You will take no more from me!"_

_"__I already told you, Peter," Octavius says. "You may expel me from your mind this night, but understand: this is not the end for me."_

_"__It is only the beginning."_

_Peter feels Carol try to stand, but holds onto her hand, using his powers to ensure she stays. He wants her to stop them, to hold Octavius in long enough to learn what he means._

_"__Hit it!" she screams._

_"__No!" is the only response Peter can muster before the scanner purges Octavius's memories from his mind. He feels them being pulled up and out, chipping away, only an echo of his laughter remaining before Peter blacks out…_

**XXXXXX**

Peter snapped back to himself, the paper in his hand crushed. He stood from where he'd fallen on the floor and stripped off his t-shirt, soaked through with sweat. He pulled his spare costume on and swung out the window, headed directly for the tower.

He'd had his suspicions, why the fragmented memories had remained, why the nightmares. Why the scanner, and the chair, and the big pulse and light show, when all along Octavius had known he wouldn't actually be in control of Peter's body. It didn't add up. But now, there was something to look for, at least, a needle in the largest haystack in the world.

Peter landed on the balcony, and ran immediately to Tony's workshop. He knew the scanner would be there, brought in by Tony and Reed, probably discarded in a corner, Tony intending to look at it eventually but never getting around to it. He found it sitting on a table, the tubing removed, looking like and odd, futuristic football helmet. He approached it and began to tinker, letting Octavius's fragmented memories guide him. There were switches and knobs on nearly every surface, but Peter had a vague idea of what he was looking for.

He pulled a stool over and sat, knowing two things for certain: one, Tony would absolutely kill him for messing around in the workshop, and two, if he didn't, there would be no way to find the information he was looking for.

**XXXXXX**

Carol rolled out of her bed and nearly flopped onto the floor before she caught herself mid-fall, turned over and stood upright. She glanced around the room and found a white t-shirt and a pair of workout shorts, then poured herself a cup of coffee.

She was supposed to be sharing this with Peter. He was supposed to be in there, in her bed; naked, sweaty, and with hair that, for once, didn't look magnificent. Instead she was alone, cranky, still tired, and had probably pissed off one of the founding Avengers. Granted, it had felt like Tony was trying to hit on her, but it was possible she might have overreacted a bit.

So she decided it was best to clear the air and go see him.

She padded her way in bare feet to the workshop; normally, Tony would've recommended some shoes, but there was nothing in there capable of piercing her skin, so to her it wasn't that big of a deal. She saw some flashes of electricity from the corner, heard the hiss of a soldering gun; he was working again. The man never stopped working.

"Listen, Tony, about last night…" she started as she rounded the corner.

**XXXXXX**

Peter looked up from the scanner and saw Carol standing before him, a sight that he'd missed over the past few months.

Frazzled bedhead, fresh coffee, form-fitting t-shirt. He knew that look.

And she'd been talking about Tony. Looking for Tony.

Well, what did he expect? It was Tony Stark, after all.

Tony Stark had made weapons, sure, but at least he'd never shot a man in cold blood, mass murderer or not. Tony'd never beaten children into a coma.

"Peter, I…" Carol started, but Peter raised his hand.

"It's okay," he said. "I understand."

"But I…"

"Really, it's fine."

His Spider-Sense blared, but from his sitting position he didn't have enough time to move before Carol had her hand wrapped around his costume's collar and was lifting him up to her nose. "Peter," she said. "Nothing happened between me and Tony. Not like that, anyway. We got into a fight after I left your place, and I came here to apologize."

She smelled like heaven, coffee breath be damned. That close to her, it took everything he had not to lean in, to brush her lips with his. It had been so instinctive, so second nature for him, that holding back from it was almost like ignoring his Spider-Sense.

He knew what was coming next was going to hurt.

She let him go, and he sat back in the stool. "Okay, I believe you," he said. He tried to keep the doubt out of his voice, but he wasn't sure he'd managed it.

He turned back to the scanner, started working again. "What are you doing?" she asked after a few silent moments.

"I'm trying to find out what this machine did right before it purged Octavius's memories from my head," he replied.

"Why would that matter?"

Peter looked at her, quickly. "Because I think Otto Octavius is still alive."


	9. Chapter 9

_**Merry Christmas, friends! I'm back! And for the holidays I bring you a new chapter! I'm really sorry it's taken me so long to update, and I promise, I'll try to be more frequent. I hope you enjoy, and please, as always, read and review. I greatly appreciate it!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Nine**

Carol pushed down on the yoke, adjusted the mixture and trim, then keyed up on the radio. "November two-four-niner delta lima, on approach to runway one-eight," she said.

Static reigned in her ears briefly before the air traffic controller responded. "Delta lima, cleared to approach runway one-eight."

"Cleared to approach runway one-eight, two-for-niner delta lima," she replied, pushing down a bit more.

The thrum of her small Cessna-172's propeller rang in her ears, despite the headset. She could've flown under her own power, of course, but piloting aircraft had always held a measure of catharsis for her. Like how others would think while driving, or taking a shower, Carol would muse in the cockpit.

And there was quite a bit for her mind to peruse on the two-hour flight. As her tires screeched against the asphalt at Logan International, the fear she'd been trying to convince herself was irrational crept back into her mind: that she was overstepping her bounds, almost tattle telling.

But she and Steve had agreed: something had to be done. And she knew this was the best option to generate change.

"Carol, sweetheart. I'm glad to see you got back from your trip safely," said the old woman.

"Hello, Mrs. Parker," Carol said, stretching her hand forward.

May pushed it to the side and wrapped her arms around Carol's torso. "Oh, you call me Aunt May, dear," she said.

Carol gave a light squeeze in return. "Yes, ma'am," she said. "Thank you for coming to meet me at the airport. You didn't have to."

"Nonsense," May replied. She grabbed the younger woman's arm and led her over to a waiting car. Inside, May's husband Jay sat behind the wheel; he turned the radio off as the rear passenger side door opened, Carol and his wife climbing into the back seat.

Jay pulled the car away from the curb as he and Carol exchanged pleasantries. "Now then," May said, "Now that we have a bit more freedom to talk more openly—what's so important that you had to come out here to talk to me?"

Carol shook her head, suddenly apprehensive about the whole trip. "I don't want to trouble you, May," she said.

May reached forward, grabbing Carol's wrist with a ferocity and strength the heroine didn't expect. "Carol," she said, her voice shaking, "You wouldn't have come all this way not to trouble me." A tear formed in the old woman's eye, threatening to drop down into the trenches of her cheeks. "Tell me what's wrong with my boy."

On the drive back to their home, Carol told May and Jay everything that had happened to Peter since she'd returned. All that Octavius had done to him, how it had been manipulation rather actual control.

"He's been sitting in Tony's lab for three days," Carol said, sipping a warm tea. Sitting on a stool at a short bar, she set the ceramic cup on the counter, turning slightly to face May as the older woman shuffled around the kitchen. "Examining the machine Octavius used to rework his mind. He hasn't slept, or eaten. I don't even know if he's gone to the bathroom."

May replaced the tea kettle on the stove after pouring herself a cup. "I had a suspicion something was wrong with him. I was proud he wanted to finish his doctorate, but starting his own company? Peter was never that… focused, for lack of a better word."

Carol took another sip of her tea. "He's certainly focused now," she said.

"What is he looking for?" Jay asked.

"He thinks Octavius is still alive," Carol said.

Jay stroked at his white goatee. "Is something like that even possible?" he asked.

Carol gave him a pointed look. "You'd be surprised at the number of kicked buckets laying around Avengers Tower."

They crossed the room to the table, where Carol sat down on one side, and May next to her husband on the other. "But what do you think I can do?" May asked. "Do you want me to come back to the city with you? Try to talk to him?"

Carol finished her tea in a gulp, then stared into the empty cup, at the brown ring of minute leftover liquid. "I thought so, at first," she said. "It's part of why I brought the plane. But now…" she paused, took a breath. "I don't know. Can you help me understand? Why would he feel so guilty? It's not like he could control Octavius's actions."

May took a sip of her tea, holding the cup in front of her face for a moment, the slight steam lingering around her features, mingling with the silver strands of her hair. "When I first discovered Peter was Spider-Man," she said, replacing the cup in its saucer, "He admitted to me his reason for fighting so hard. That he felt responsible for my husband's death. Ben's message of 'With great power comes great responsibility' ringing in his ears."

Peter's aunt intertwined her fingers and rested her wrists against the table. "And I was angry with him. But do you know why?"

Carol shook her head.

"It was because he never told me. That he was afraid that I would be angry at him for what he'd done, and been doing."

Carol's thoughts shifted to the past, to what she could remember about the first time she'd heard of "Spider-Man." She'd learned later about his debut in professional wrestling, how he'd won some cash by defeating Crusher Hogan, but her first recollection of Spider-Man was through a Daily Bugle headline. It held a photo of Peter (by Peter) fighting Doctor Octopus on a rooftop, Octavius's mechanical arms flailing like mad, almost fighting each other; the headline read: "Spider-Man: Cop Killer!" Underneath the larger photo was an inset, one of a white-haired police captain who'd apparently been crushed by some debris. Carol remembered wanting to suit up and go find Spider-Man herself, and would have had it not been for Cap's intervention. "Something doesn't seem right here," Steve had said. "I've met Spider-Man. He didn't do this."

"I think guilt has always been part of Peter's personality," May said. "He's always blamed a small part of himself for his parents' death in the plane crash. But ever since Ben…"

She took another sip of tea. "Ever since Ben died, I think he's fought so hard, not just to assuage his conscience, but because he's searching for the punishment he thinks he deserves. And as he's lived, pushed himself further, the guilt has grown."

Carol shook her head. "That doesn't seem like Peter," she said.

"Oh, I don't think it's something he's conscious of," May replied. "I think the people he's had in his life have compounded that feeling. Either as Peter or Spider-Man, they've made him feel guilty in one way or another. Gwendolyn, God rest her soul, never knew his secret. But she hated Spider-Man, blamed him for her father's death. Harry Osborn went mad more than once, due to both his unfortunate drug use and Peter having a closer relationship to his father than Harry ever had. Spider-Man inspired Flash Thompson to join the Army, where the poor boy lost both his legs defending his comrades. Felicia Hardy made him ashamed of Peter Parker, made him believe that Spider-Man was the only side of himself that mattered. And Mary Jane, bless her, truly loved Peter—but she couldn't handle the danger, and he felt guilty for her being in it."

Carol dropped her head. His whole life, nothing but a web of fault. She wondered if there would ever be a point where he could let it go.

May reached across the table and took her hand. "Until he met you, dear," she said.

Carol's eyes snapped up, wide. "What?"

"You should've heard how he spoke of you," May said, her smile a knowing one. "He finally felt free with you. He didn't have to worry about you being in danger—you're more capable than he is, frankly. And you didn't begrudge him his heroics, or spending more time in one life over another one. You just cared for him, and wanted to be a part of his life in whatever capacity he would have you."

"Well, I…" Carol said. She smiled. "Yes."

"That's what he needs, dear," May said. "That was why, when he started bringing Anna Maria around, something felt wrong. She's a lovely, intelligent, forward-thinking woman… but his being with her was backsliding."

The women were silent together at the table for a moment, the only sound that of Jay munching on mixed nuts.

"He loves you, you know," May said.

Carol breathed a sharp breath, let it out slow. She'd heard that before, from Jess, and from Steve. "He's never told me," she said.

"Oh, he's very guarded with those words, now," May said. "But the spark is there."

The apartment came back to her. Peter drunk in his anguish, and, at the time, Carol preoccupied with the smell and presence of the whiskey. But as she thought about it more, about how Peter was so dismissive of her, she realized that he hadn't sent her away for his sake, but for her own. Punishing himself further.

"What can I do for him now, though?" Carol asked.

May pursed her lips. "I don't know," she said. "With what he thinks he's done… I'm afraid for him. He'll be setting out the same way he has all his life—to right the wrong—but this time the wrong didn't just come from him, it was done to him."

Jay interjected. "Sounds like that could lead him someplace dangerous."

May nodded. "Go to him, Carol," she said, reaching across the table and covering Carol's hands with her own. "Whatever's coming next, he's going to need you."

Carol rose from the table and started looking around for things to collect before remembering she hadn't brought any. She stopped at the front door and turned around. "Do you want to come with me, May?" she asked. "Try to talk to him?"

The old woman shook her head slowly, her lips drawn into a thin line. "I know my boy," she said. "I'm not the one he'll want to see. Not just yet."

Carol smiled, remembering their talk in Peter's hospital room so long ago. "Thank you, May," she said. "I'll do everything I can."

"You're already doing it," May replied, holding the door open.

Energy rings burned around Carol's body, and her Captain Marvel uniform appeared around her. She bolted into the sky, heading for the airport, not wanting to leave her plane behind in Boston.

As she flew back to New York, Carol considered May's words. The idea of Peter subconsciously punishing himself.

**XXXXXX**

Peter awoke to drool pooled beneath his cheek, his head resting on the steel table in the back of the workshop. A tablet in his lap was beeping at him madly, the screen covered by masses of tangled patchwork wires shooting into the helmet next to his head. "Whuzzat…?" he said, lifting his head to look at the screen.

According to the clock in the bottom corner, he'd been asleep for fifteen hours. Not bad for someone who'd barely moved their lower body for three days. His thumb and forefinger rubbed at his eyes, bringing them into focus. He lifted the tablet higher, and wiped off the sweat-smeared screen with a paper towel. Uncovered, it read: _Compiling… 96%..._

Considering he'd fallen asleep when it said _two_ percent, Peter figured he had some time to kill before the computer finished its work.

So he tried to think of all the things he should've been doing the past few days that he hadn't been.

His stomach gave him a calm but firm reminder—in the form of a cramp—that he'd barely eaten, so the kitchen was his first stop. After vacuuming a few sandwiches, a quick sniff made him think Logan might be walking around the corner… except he knew Logan was teaching.

Steaming water poured over Peter's head and shoulders, rolling into the multitude of scars on his back. Despite the water's warmth, the rivulets felt chilled in the cracks in his skin, and he couldn't help focusing on them. It drove his mind to how he'd received them—trying to save Carol's life; which, in turn, drove his thoughts to her.

He remembered how he'd acted the last time he'd seen her; a bit cold, aloof. He hadn't been able to get his mind off what she'd said about Tony. He'd wanted her… well, at least he'd _thought_ he wanted her to move on, considering what he now knew about himself. Everything he'd done under Octavius's influence. And yes, she'd said nothing happened between them, but Peter knew they had history, however brief it might have been.

Maybe it had just been his own insecurities getting to him.

Regardless, she'd mentioned she was leaving, going somewhere for a day or two, and he'd waved her off. The air between them was tenuous, uncertain; he knew she wasn't sure if their relationship was over, and he wasn't sure if she could tell he didn't really want it to be.

As Peter stood in front of the mirror, rinsing the shaving foam off his razor, his actions from a few nights previous haunted him. He rarely drank, and was never _drunk._ But the night his girlfriend—a recovering alcoholic—came to see him, he'd not only been three sheets to the wind, but thrown her own traumas in her face, as though hers didn't have any merit compared to his own. It was borderline cruel, or at the very least powerfully insensitive.

Uncle Ben would've been ashamed of him.

But as Peter pulled a t-shirt over his head, an idea struck him.

He sat down at the small two-seater table in his quarters, the same one where he and Carol had shared a cup of coffee the morning after their first night together, and began to write.

_Carol,_

_I'm writing this down because I'm not really the best at saying things aloud. Normally my mouth gets ahead of my brain and pop culture comes out instead of what needs to be said. So, rather than dropping some Star Wars knowledge on you (because I know your time in the Expanded Universe has been limited and—side tracked, whoops), here's what needs to be said:_

_I'm sorry._

_For the drinking that night, I'm sorry._

_For what I said that night, I'm sorry._

_For how I belittled what you've been through, I'm sorry._

_And for not being able to be the man you need, I'm sorry._

Peter sealed the letter in a small envelope and left it on her nightstand. He looked at it for a moment, debated taking it with him, telling her in person. Instead he walked back to Tony's workshop.

Lifting the tablet, Peter saw it had finished compiling the data. The only thing that saved it from being dropped and shattered was Peter's adhesive fingertips.

_I was right. The son of a bitch _is _alive._

Looking at the screen, Peter saw that he'd managed to trace the signal from the helmet to a small house in Westchester. A house that Peter knew all too well.

_That was Ock's place, where Aunt May worked as his housekeeper. Where he almost married her, in fact, until Hammerhead showed up and trashed the place. Well, that's good then, that means I can…_

His train of thought was interrupted by his Avengers I.D. card sounding an alert. He pulled it out of his pocket and checked the small screen. "Rhino tearing up and down the Upper West Side, huh? I suppose it's on my way."

Peter started for the door, then headed back and grabbed the tablet. _Better bring this with me. It's been a while since I've been out there._

He stepped into his spare costume and leapt out the window, swinging for the Upper West. Webbing together a small sack, he dropped the tablet into it and strapped it to his back.

Upon arrival, Spider-Man saw Rhino tossing a car into the air with his horn, and crowds of people running in either direction down the street. While he saw several throw sideways glances at him, most were relieved to see someone show up to stop the rampage. "Rhino!" he called, standing against the side of one of the buildings.

Rhino responded by hurling a truck at him.

Peter leapt off the building, leaving a web-net behind to catch the vehicle and prevent it from causing any more property damage. While in the air, though, his Spider-Sense blared, and he turned just in time to see waves of super-heated air careening toward him.

The electricity crashed into Spider-Man's chest with the audible boom of searing air, and the force sent him back to the ground in a smoldering heap. The web sack had been thrown from his back, and Peter was having difficulty collecting his thoughts, much less finding the drive to get up and fight. He rose, however, and saw the crackling blue form of Electro floating behind Rhino. Several street lamps popped as they approached, and the ground shook from the weight of Rhino's steps.

"What's going on here, guys? Is there a convention for villains with terrible costumes in town?" Peter regained himself, and flipped onto the side of an adjacent building. "No, wait, lemme guess… you're meeting with a tailor, aren't you? That's it, I'm sure Luigi's shop is a few blocks down…"

"Shut up!" Electro's static voice blared, hurling another bolt at Spider-Man; prepared this time, however, Peter bounced up and away from the electricity with ease.

"Aww, come on, Maxie," Peter said. "I get tired of the same old tricks from you. Every supervillain should have at least one for every ridiculous addition to their mask, which leaves you with about… five?"

Electro snarled at him. "How's this for tricks, bug? Rhino!"

The giant looked up at his comrade.

"See that nice lady over there?" Electro pointed to a blonde, middle-aged woman the next block over. "She looks like she needs a hug."

Rhino's lip twitched upward, and he bolted down the street, his feet cracking the asphalt.

"No!" Peter shouted, leaping from the building and swinging toward the woman.

_This is gonna be close…_

Just before Rhino gored the woman on his horn, Spider-Man swooped in front and snatched her up, carrying her toward a shorter roof.

"Don't worry, ma'am," he said. "You're safe."

"I am," she said. Her voice sounded just a bit off to Peter, almost mechanically altered, though he didn't see a voice box.

"But you're not."

Peter barely had time to register her words before his Spider-Sense screamed so powerfully that he lost his grip on the web line. As they fell, Rhino caught the woman in his arms, while Peter was fortunate that his legs hit the ground first. He fell to the pavement, gripping at his head, as his Spider-Sense just kept going at full volume.

He had enough time to look up at the woman and notice a small grey device in her hand before she pulled off her face, leaving only the blank white mask of the Chameleon.

"Got someone who wants a word with you, Spider-Man," Chameleon said.

Before Peter had a chance to move, a giant grey fist slammed down against his head, and he was out cold.

**XXXXXX**

When he awoke, Peter found himself bound by a large machine around his arms and legs, effectively rendering him nothing but a torso and head. He tried to push against his confines, but discovered they were reinforced. The room around him was vast and dark. He could hear the echoes of footsteps approaching him; only one, from what he could make out. But he'd been notoriously wrong about these things before.

The figure stepped into what scant light was unobscured by Peter's prison. Peter saw before him a man in a Spider-Man costume, though not his own. This one had asymmetrical webbing throughout, a massive black spider on the chest, and strange bracers adorning the man's wrists. However, Peter was most shocked to see his own face looking back at him.

"Hello Peter," Octavius said.


	10. Chapter 10

_**Hello, friends, and welcome to Chapter Ten! Things are really heating up here! I hope you guys enjoy this chapter, and as always, please read and review! I greatly appreciate it!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Ten**

His mask was missing. As Peter's eyes still hadn't adjusted to the darkness, a quick movement of his facial muscles—wrinkling his nose, squinting his eyes to move his cheeks—showed him the absence of the slight itch of the skintight fabric. One thing he was certain of, however, was that it was his own face looking up at him from the floor. The first time it had happened, with Ben Reilly, he couldn't be sure; after all, there was that theory that a person's perception of themselves and the reality of their appearance were so different that they would never recognize a clone in person. At this point, after knowing Ben and, more recently, Kaine, Peter knew his own face like… well, like his own face.

Peter looked down as much as he could, trying to see what was holding him. Some kind of machine covered his entire body, save for his head, neck, and a small section of his chest. His arms were pinned down by his sides, and he shifted his weight, trying to push against his binds, but there was no give for his muscles to gain any leverage.

"About twenty tons, if I'm not mistaken? Pushing it to twenty-two or twenty-three with adrenaline?"

Hearing his own voice with that cold, lifeless tone was certainly unnerving. Neither Ben nor Kaine had ever been like that. Ben had been just like him, mannerisms, bad humor and all. And Kaine had just been angry and shouting all the time, at least until they'd cured his cellular degeneration. Then he sounded like a gruffer, moodier Peter. Like Logan, but with jokes.

"I'm guessing there are cameras in here? Sharing my face with the world?" he asked.

Octavius grinned, looked down at the floor and shook his head. "No, no, Peter. No cameras. No microphones. I respect you too much to do that to you."

Peter scoffed. "Respect? I doubt you know what that means, Otto."

"I've always held you in high esteem as an adversary, Peter," Octavius said. "The many plans I developed were attempts at one-upmanship, to prove that I could best you."

He approached the machine holding Peter in place, and stepped up so that they were eye level. "But now I've been _inside_ you," he said, brushing his middle finger through Peter's sweaty bangs, tapping against Peter's forehead. "I _know _you. And I can respect you as a man."

A sharp breath pulled through Peter's nose as he turned his head, all that he could manage with Octavius's machine binding him as it was. For his part, Octavius stepped back down, walking back into the darkness. Peter saw on his back the apparatus that housed the four mechanical spider arms Octavius had used toward the end of his Spider-Man tenure. "To be sure, I don't agree with you," Octavius continued. "But I understand your motivations and can respect your decisions." He walked into the darkness, and a few moments later emerged with his black-lensed Spider-Man mask on. In his hands he held Peter's mask, the brighter shade standing out against Octavius's bloody crimson.

"You cloned me," Peter said.

"Of course," Octavius replied. "If a simpleton like Miles Warren could figure it out, why wouldn't I?"

Peter shook his head. "But why? Why be me? Anything you accomplish or achieve won't be yours, Otto. They'll think Peter Parker did it."

Octavius stepped back onto the machine and slid Peter's mask back on, stopping before it covered his entire face. "I have no interest in being Peter Parker," he said. "This is about Spider-Man. Just as it's always been."

He cupped Peter's neck in his hands, his thumbs pushing against the sharp turn of Peter's jaw. "I'm going to _destroy _you, my boy," he said. "I'm going to break you down to your foundations, pull you up from the roots and salt the earth beneath you."

Peter gave a slight smirk. "You're mixing your metaphors."

Octavius slipped Peter's mask all the way down. "I know," he said. "You've heard this drivel so often, from myself included, that the threats just roll off you now."

He stepped away from Peter's mechanical prison and began to back out of the room. "But you forget, I know everything now, Peter. I know where you're weakest, most vulnerable. I know what will hurt you the most."

Octavius dashed forward with a grace that Peter could only recognize in himself, and powerful fingers gripped him about the throat. "I'm going to make my way to Boston first, start at the beginning. May's so fragile, her bones will go like matchsticks. All two hundred sixteen of them. Skull last, of course."

His thumb flicked up and over Peter's mouth, and it was all he could do not to try to bite straight through it, mask included. "I think… Mary Jane will be next. Yes. I _remember_ her. I might meet her in that club of hers, take the opportunity to experience her firsthand before I hang her from the rafters."

Four mechanical arms shot out the device on Octavius's back, snapping in front of Peter's face like vipers. "I'm not stopping there, oh no. I'm going to burn down what's left of the Daily Bugle. What do they call themselves now? The Fact Channel? Yes… that's right. I'll trap them all in the building with webs and burn it to the ground. Then I'll do the same to Parker Industries. Technically I started it, yes, but most of your coworkers from Horizon have moved there. And I know, Anna Maria's there, but, well… I think I got everything I needed out of her."

He slammed Peter's head against the back of the machine, and the ringing sloshed Peter's thoughts about like they were ice in a half full pitcher. "The Avengers come next. It will take some effort, of course, but with the team I've gathered and the power at my disposal, they'll fall eventually."

Octavius leaned forward, nose to nose with Peter now. "I'll save Carol for last. For forcing me to this point. I'll drain the Vita Rays from her body, undo all the work you put into saving her, and let you watch as her body destroys itself."

Peter snapped his head forward, and would've cracked Octavius in the nose had the other man's Spider-Sense not warned him. Octavius stepped away, the arms disappearing into the device on his back.

As Octavius continued to back into the darkness, Peter couldn't help himself; he laughed, softly at first, then louder, capping off with almost maniacal glee. "Go ahead," he said, sniffing in a breath to calm himself. "None of it matters. You're not him. Otto Octavius is dead and gone. You're just some Frankensteined copy, thrown together in a mad second-hand last-ditch effort."

Just before opening the door, Octavius said, "You'd like to think that, wouldn't you?"

**XXXXXX**

Three weeks.

Peter had been missing for three weeks, and they'd had not a single clue as to where he'd been taken.

Carol was ready to tear up the streets on the third _day._

She hit the bag again, trying to center her thoughts. According to Reed, routine physical tasks freed the cognitive portion of the brain for more critical thinking. So she hit it again. And again.

The Avengers had looked over what security footage they could find, but Electro had shorted the cameras before they moved Peter off the street. They could see Rhino and Electro, as well as a woman standing next to them, but just after Spider-Man fell, Electro moved his wrist, and the footage went static.

Her fists moved faster. The bag swung back and forth, and she popped it away each time it came close. It was leaking small granules onto the floor, and she could see the seams stretching and snapping around the chain; she would need to replace the bag again soon.

They'd poured over the crime scene with all the forensic technology they could bring to bear; Reed had shown up with some device he'd designed to track specific electromagnetic signatures, but without a sample of Electro's frequency, he was just a needle amongst thousands of other needles.

The bag ripped free of the chain, flew into the wall and exploded. Concrete dust burst into the air, and the remains of the solid block that had been in the bag fell to the ground. Sharp, jagged edges shot up from the floor. They reminded Carol of the shrapnel that had sent Peter into a brief coma after he saved her life. She stomped them into powder before hanging a fifth bag from the ceiling.

With Peter now the CEO of a major corporation, the news noticed that he hadn't been seen around the office, or anywhere else. Anna Maria Marconi tried to cover, saying he was on an extended research trip, but the press was starting to become suspicious.

Tony had had the audacity to try to tell her to stay in the tower. "You're too close to this, Carol," he'd said. "We're on it, I promise you. We're going to find him."

He'd neglected to say how, or where they were looking. What their plan was, or how long it might take.

Carol was not satisfied with this. But without any kind of lead, she had no way to move forward.

So she punched.

Harder.

And faster.

And her mind kept going back to the note he'd left, the one that was folded into one of the pouches on her belt.

How he'd said he wasn't the man she needed.

Well, he was damn right. He wasn't the man she needed.

But for God's sake, he was the man she _wanted._

And he was gone. Taken from her, for far longer than any logic would say he could still be alive.

Carol punched again, and the concrete-filled bag screamed through the air and caved in the back wall.

She wanted to be breathing heavily, to be winded. She wanted the pressure she felt on her mind to be shifted to her body. Instead she just felt angrier. Mostly because she was no closer to a solution.

"Captain," she heard from the doorway.

"You don't call me that," she replied, turning around.

Steve stepped into the room, uncrossing his arms from the front of his chest. "You've taken the title, might as well put it to use. Or would you prefer "No Load Nugget?"

Carol laughed. "That's rich, coming from a guy who had to be given a Super-Soldier Serum just so he could dance in a chorus line."

Cap gave her a smile, and clapped her on the shoulder. "If you wanted a sparring partner, you just needed to ask."

She shook her head, then looked at the hole in the wall. "I'm getting a little rough today."

"So I won't let you hit me," he said, walking over to the wall and picking up two pairs of gloves and pads. He handed her a set, then started strapping on his own. "You're still worried."

"Of course I'm still worried," she said, sitting down on the bench next to them. "It's been three weeks, Steve. We're no closer to finding him than we were the day he was taken. I don't even know what the hell they've been doing this whole time."

Steve sat down next to her. "Tony's been looking into the helmet, since we know that's the last thing Peter was doing before he left."

Carol snapped off the bench. "That should've been our first move after we lost Electro and Rhino!" she shouted.

"It was," Steve replied, his voice low, soothing. "Peter had inside knowledge into accessing that device. Tony's been trying to crack it from scratch."

There was a silence between them for a moment. "So they think Octavius is alive?"

Steve shook his head. "I don't know. It's the only thing that makes sense to me, but the scientists don't agree. Tony and Reed seem to think it might've been a trap Peter's other adversaries set for him."

Carol wanted another bag to punch. She knew that was wrong. They'd seen too many people come back from beyond the grave to just discount the possibility. Just having Strange's assurances that Octavius was dead didn't feel good enough. But she didn't know what else to do about it.

"Don't worry, Carol," Steve said. "One of them will slip up soon. And Peter's resilient."

She gave him a glance before turning away. "I can't do it, Steve. I can't just keep sitting around this damn tower waiting for something to happen."

"Then don't," he said. "Tony can say you're too close all he wants, but in my experience, being close to something is never a detriment. Get out there and do something."

Steve stood, the gripped Carol on the shoulder. "You can bet your ass that's where I'm going to be."

"Thanks, Steve," she said.

They headed toward the door. "You want to go together?" he asked.

Carol gave him a slight smile as brightness erupted around her. "Sorry, Cap," she said, her Captain Marvel suit forming from the light. "But I'll move faster on my own."

**XXXXXX**

_Seven hours._

Carol sat on the edge of an eagle at the top of the Chrysler Building. It was somewhere she'd seen Peter sit before, in one of the pictures he'd taken of himself for the Daily Bugle. A thunderstorm was rolling in, the dark clouds casting the glass and steel beneath her in dismal blacks and grays. She could see the line of falling water as it approached the city, sending thousands of ripples through the river.

_Maybe this is why Tony told me to stay home._

She was at a loss. She'd flown around the city, visited several of their more streetwise friends (Daredevil had barely slept, passing over his usual routes in one of Peter's spare costumes), smacked down a couple of bad guys… and come away with absolutely nothing.

Now she was looking out at the city, Peter's note squeezed into her palm, and realizing that it was so dense, so vast, that he could literally be anywhere, that he might not even be in the country anymore or even on the planet…

The flash of lightning and booming peel of thunder derailed Carol's train of thought, and startled her enough to snap her eyes up from the crushed paper in her hand. She looked to her left, further inland, where the lightning had struck.

_The storm's getting worse. I should probably get back… wait._

Her eyes trailed upward, where she saw that the thunderheads had not yet reached that far into the island. She shot into the air, flying low, scanning the streets below her.

_It can't be._

Another flash of lightning exploded from an alley two blocks to her left, and she cut the sky darting between the buildings to reach it.

"Damn thunderstorms, always mess with my equilibrium," she heard a man's voice from the ground.

_Son of a bitch._

Carol floated over the alley and saw Electro sitting on a stoop, steam rolling off the plastic poncho he wore. He shook his fingers, little sparks of static shooting off the tips.

She knew there was a procedure. Arrest him, read him his rights, take him to S.H.I.E.L.D.

But he knew where Peter was. He'd _taken _Peter, hurt Peter, probably _tortured_ Peter with that electricity, Peter could be dead and it was _all his fault…_

Carol screamed into the night and slammed onto the stoop where Electro had been only a split-second before. The concrete steps exploded with her impact, stones shooting out in all directions, shattering windows and embedding themselves in the surrounding buildings.

"Dammit!" Carol shouted. She circled around, certain Electro must have heard her coming and assumed an energy form to escape. She sniffed the air, searching as best she could for the smell of burnt ozone. Taking to the sky again, she scanned the street, looking for any sign of him.

Rain started to fall overhead, and Carol cursed. The downpour would just obscure her vision further.

Except it hit the streets too. And one of the people running down there started sparking when the droplets struck his skin.

Another boom of thunder rang through the sky, though this one had no accompanying lightning. Carol streaked toward her target, in her mind a missile fired from her old F-16. Just before she made impact Electro morphed again, though she saw him this time and corrected her course to keep him in sight. As she came down, the people on the street scattered, the image of the main road clearing for an old Western showdown not lost on her.

As soon as Electro resumed a human form, she fired a photon blast at him. He jumped behind a car, and she heard him swear. "Electro!" she called. "You know what I want! You come quietly and I only hurt you a little bit!"

The air around her grew tense; she could smell it burning. He erupted from the behind the vehicle, glowing blue and sparking, street lights exploding with each step.

"You wanna go, bitch? Let's go!"

He flew toward Carol, electricity coursing around his fingers like Tesla coils. He tried to grab her head, but she moved, and he launched a bolt of lightning at her.

The energy struck her full in the chest. "Yeah! How'd you like that, honey? I'ma smoke you like a honey baked ham!"

Carol simply breathed in through her nose, let her eyes burn white for second. "Where. Is. Spider-Man?" she asked.

Electro's face drained instantly. Rather than be called a stubborn ox, fighting a losing battle, he turned tail and ran as fast as the energy would take him.

It wasn't enough.

Not nearly.

Carol caught him halfway down the island, wrapped her arms around his body and started absorbing everything she could. She slammed him into a taxi, _through_ the taxi, and into the street.

When the dust, fire and smoke cleared, Max Dillon laid in a crater, his body withered, eyes sunken in. Carol loomed over him, her body flaring with white energy, each step she took toward him sending static shockwaves over the street.

"Jeez… lady, calm down," he pleaded, his hand outstretched in a feeble attempt to ward her off.

"_Lady"… Peter calls me "Lady."_

Carol reached out, entwined her fingers around his. Felt bone and blood and sinew. And _squeezed._

The crunch was satisfying.

The scream was better.

When she spoke, her voice was static, power unconstrained bursting from her throat.

"Where is he?!"


	11. Chapter 11

_**Hello, friends, and welcome to Chapter Eleven! Oh, it's about to get nasty...**_

_**Hope you enjoy! As always, please read and review, I greatly appreciate it! Thanks!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eleven**

"Peter?"

The voice was muffled, like a siren through roaring fire.

"Spidey? Wake up."

This one was feminine, smooth, familiar. Still muddled, glue sticking to the words, but the voice rang. Peter turned his head toward it, but his eyelids felt like thousand pound weights. _What's going on?_ A hand fell on his shoulder, shook him. _I was locked up._

He coughed and felt the dispersal of his breath over his face.

His mask was still on, then.

The weights lifted from his eyelids, and through the lenses he saw his friends.

Steve. Tony.

Carol.

"Oh my God," he said, unable to keep the emotion from his voice. He tried to rise, but Carol's hands fell onto his shoulders, gently. Looking to Steve and Tony, he said, "I gotta stop waking up to you guys standing around my bed."

"Try to relax, Peter," Steve said. Carol's hands still rested on him, holding him down. "We're not sure what's been done to you."

Carol let go of his shoulders, reached down to the floor, and pulled several leather straps over his chest, continuing the process down to his feet. When she was finished, she disappeared behind him, and the table on which he lay winched up until he was standing slightly forward of vertical. Had the straps not been holding him up, he would've fallen.

She passed back in front of him. "Carol?"

The overhead lights clicked off, replaced with two spotlights, bright enough to force Peter's eyes down toward his feet. The floor below was white tile, as were the walls; Peter saw Carol's red boots walking around his table, saw as they turned to face him, though the lights prevented him from looking up at her face. Tony and Steve crossed before his eyes every so often, mumbling things about tests.

Finally, Peter brought his head up and looked at her, squinting against the blinding white lights. Her arms were crossed under her chest, the fingers of her right hand running along her bottom lip—he could see the light shining off the material of her gloves. A small smile played at one corner of her mouth.

Tony approached and stood to Peter's right. "Now Pete, you're gonna feel some pricks, some stings, and you might have a few aches later, but it's all part of the plan. We just wanna make sure Ock didn't stick you with anything serious."

Peter nodded his thanks, and Tony vanished behind the table again. "Carol," Peter said, "Are you guys sure about this?"

She took a step forward and placed her hands on his shoulders again. "Don't worry," she said. "Everything's going to be fine." She turned around again, and disappeared into the white space between the spotlights. "I'll be right back, okay?"

Peter heard a door open, the sound of creaking, hulking metal, and a clang as it closed behind her.

**XXXXXX**

Carol stepped through the sliding door and approached the cell in the center of the room.

The Feds had wanted custody of him as soon as Carol had brought him in.

The Avengers refused. Flatly. And with a broken nose to one of their agents when they tried to force past the heroes.

"Sir," Steve had said into the phone, "I am Director of SHIELD. One of my agents captured the fugitive and brought him into custody. I have full jurisdiction over both the crime scene and the prisoner." He'd paused, a frown growing on his face with each shouted word Carol could hear. "If you feel that way, sir, I suggest you get a court order to have him released to you. Until you do, this man has information that could assist in the welfare of one of my people," his voice had changed, then, grew sterner, with a hard edge and animalistic growl. "And I will not have him gone until I know what he does."

"Problems?" Carol had asked.

His head had shaken. "If the FBI wants Electro, they're going to have to plow through the red tape to get him."

Now Carol stared up at the emaciated, broken form of Max Dillon, stuck inside a box of non-conductive material. She'd absorbed nearly all of his power during their battle, but they kept an inhibitor collar on him just in case.

"Dillon," she began.

"Piss off, lady, I ain't sayin' a word," he cut in.

Rage shook Carol's fist at her side, but she willed herself to not smash the cell open and rip his skinny head from his shoulders. "What have you done with him?" she asked, unable to keep her teeth from grinding at the words.

Electro remained silent, turning his back to her.

Carol heard the door open. Steve approached, stopping at her side. "He's still not talking, huh?"

A deep breath rang through Carol's chest. "No."

Steve shook his head. "It's unfortunate his energy form can resist our usual methods of persuasion," he said.

"It may be time for something drastic," Carol said.

He frowned at her. "I won't allow it," he said. "I don't care how important…"

"And what if P—Spider-Man dies?" Carol asked, her voice louder than she intended. "What then?"

Electro laughed.

Steve and Carol both turned to him.

"Oh, man, you guys are totally in the dark." He laughed on, cackling into the walls. "There's so much planned for him, for all of you, you won't even see it when it hits you." He brought his fingers up and snapped them, a small spark shooting off of his middle finger. "Like lightning. Boom."

Steve stepped forward. "Well, you're in here with us," he said. "Which means whatever is coming for us is coming for you too."

Electro gulped, and his expression changed: his eyebrows knitted together, and his eyes started darting back and forth across his scarred face. "I, uh… I hadn't thought of that."

"So tell us," Steve said, taking another step. "Tell us how to help Spider-Man, and we'll stop whatever's coming. You might even receive some leniency for helping an Avenger."

Leaning forward, Electro placed his hands against the transparent wall. "Okay, here's what you do," he said. "Head out East 34th Street."

Carol's ears perked up, hyper-aware. At last she was getting some answers.

"When you reach the East River, you'll see a pier on your right hand side." Electro's face grew a wide grin, and his eyes seemed to spark for a half-second. "At the edge is a concrete block."

He started laughing, in hysterics, slipping off the wall and rolling onto the floor of his cage. "Pick it up, and jump in the river." He was having trouble speaking through the snorts and tears. "Now listen, this is really important. It's gonna feel weird, but whatever you do, don't let go."

Electro calmed, abruptly, like he'd flipped a switch. His voice dropped an octave as well, turned vicious, a blade scraping against concrete. Only the grin remained, bright white teeth set against burn-scarred pink flesh. "It'll take you right to him."

Carol screamed, her fury burning white-hot in her eyes, and she raised her fist. A photon blast ripped from her body, straight toward Electro, but Steve had stepped between them and deflected the beam with his shield. She flew forward, her fists raised, but Steve slammed against her with the shield, hard; a small shockwave rippled through the room as the shield absorbed the force of their impact.

"Enough!" Steve shouted. "Letting him goad you is getting us nowhere!"

Electro laughed again. "Oh, I could goad her in a few different places, I think."

Steve turned, pointing his index finger toward the cell. "You shut your mouth before I find out if lightning can lose teeth."

The villain clammed up, but the smirk remained.

Carol leaned against the far wall, a heavy breath escaping through her nose. "I'm sorry, Steve. I just…"

"I know," he replied. "It's alright."

Steve left her there and walked back up to the cell. "Aren't you worried, Dillon?" he asked. "That whatever your boss has planned could come crashing down on you too?"

Electro shook his head. "Let me tell you how this is gonna go down. My guys are gonna walk in here, drop you guys like so many bad habits, and open this cell." He rose, pressing his palms and forehead against the plastic. "Then, I'm gonna walk over to that wall over there, lick my finger, and jam it into that socket. I'll be halfway to Michigan with a couple million banked before you can even _blink_."

Carol walked up to the cell again. "Let me tell you what I think, Dillon," she said. "Let's say, for the sake of argument, that your friends do show up. Let's even say that they beat us, just for the hell of it. Why would they release you? If you stay locked up, you don't get to bank that couple million. You rot. They're just that much richer."

As much as it could, Electro's face paled.

She knew she'd gotten to him, and despite her frustrations a hint of smile peeked the corner of her mouth. "I guess you're not the brightest bulb in the box, are you?"

His brow furrowed, but she could tell from his body language he knew she was right.

Carol pressed her advantage. "Tell us what we want to know, help us, and we'll do what we can for you."

Slowly, Electro nodded his head.

"Now," Carol said, "What have you done with Spider-Man?"

Before Electro had a chance to answer, Jessica ran into the room.

"Cap, Carol," she said, out of breath. Carol guessed that she must have run all the way from the elevator. "You need to come see this."

**XXXXXX**

Pain.

The air surrounding him was ice—fire, he knew, would hurt more in the short term, but eventually the nerves would fuse and the pain would stop. But _cold_… cold would just keep growing, shaking the body as the water in his cells solidified and the frostbite set in.

Each breath _burned_, as it would. Peter wondered what kind of tests Tony could be running that would be hurting him so much. Especially considering that the air had not changed. The cold had _snapped_ around him; initially comfortable, then suddenly crystalline.

He tried to keep himself from screaming.

The metal groaned again, clanking echoes through the room. He heard Carol's voice, but realized there must have been blood in his ears when it was muffled.

It hurt to pull his eyelids apart. But there was no fog on his lenses, no mist in the air around her. She approached casually, and no expression crossed her face as she placed her hands on his shoulders.

"Hey, hey," she said. "Try to relax, Spidey."

Peter's weight crumpled beneath him. The leather straps holding him up strained against the table, the sound of their stretching light in contrast to the hum of the machines in the room. He breathed out, heavily, wheezing air in a rattled breath.

Tony approached on the other side, a hand appearing from behind a blood-stained lab coat. "I'm really sorry about this, Peter," he said. "I just want to be thorough."

Peter's mask lifted up from the back of his neck, a small pinprick piercing his skin. Acid burned through his veins now, exploding through his chest and boiling behind his irises. He feared his eyeballs might burst from their sockets.

Coherence left him. Sense of place, or time, was separated from him by agony. He thought his voice might have sounded, ripped from his chest, but he had no way of knowing. When he could manage a return to himself, his eyes focused on Carol, and the small smile twitching at the edge of her mouth.

"Spidey," she said, trying to hold him, to prevent him from convulsing too hard. "Spidey, listen. I'm worried you might choke if you keep screaming like this. Let me take your mask off."

The pain subsided, only by fractions, but enough that Peter could remember some things. That when Tony had stuck him in the neck, his Spider-Sense hadn't sounded. That it hadn't sounded at all while he'd been conscious. That a low hum had been present in the back of his skull, like it was trying, but drowned beneath the Hudson in a potato sack.

As Carol reached for his face, he knew one thing: something was wrong. Terribly wrong.

**XXXXXX**

The screen flashed regularly, occasionally with old school white noise, more often with a short hiccup in the signal. The Avengers sat transfixed around the common room, watching petrified as Peter sat helpless, strapped into a table in a room resembling something out of a horror film. Haphazard torture devices lay around the area, and they could see Peter leaning forward against the straps, breathing heavily, blood staining purple the blue sections of his costume.

Carol had seen enough. She took the elevator back down to the cells.

She marched toward Electro's cell, pressing the button on the console on the wall as she passed it.

The door lifted, slowly; too slowly for her tastes, and she shoved it upward, sparks shooting from the mechanisms.

"Hey, hey, hey!" Electro shouted, scooting away from her and toward the corner.

Carol didn't listen. She grabbed him by the inhibitor collar and hurled him into the wall. He slammed against it with force, cracking the plastic, and she heard him groan. Kneeling beside him, she pulled his face up to within centimeters of hers, her eyes burning bright.

"Where is he?!" she shouted.

"Jeez, lady, calm down," he said before she punched him in the mouth. Red blood spurted out of his jaw and onto the plastic floor.

"You answer me or I start breaking bones!" she said, her hand wrapped around his wrist.

Electro was sweating. "Listen, I don't know what happened here, but I was totally ready to…"

"Too slow," she said. She squeezed his arm, felt the give of the bone like putty. She heard him cry out, but ignored it. "Answer me!"

Voices called out behind her, but she ignored those too. Suddenly Cage, Steve and Logan were pulling her away, or trying to. She remained motionless, her grip on Electro like a thousand-year-old tree in the earth. Her palm braced against the villain's sternum, she asked again.

When he didn't answer, she pushed down, shattering his chest bone and pulling his right arm out of socket. He screamed again, then lost consciousness.

"Dammit!" she said, letting him go. She turned to the men around her. "Someone give him a jolt. Wake him up."

Steve shook his head at her. "We can't condone this, Carol. This isn't how Avengers behave."

"I don't give a damn what you condone." She slapped Electro across the face. "Wake up!"

Logan reached down to her. "Listen, girl, we all want to find him, but…"

None of them noticed how close Logan had gotten to Electro. The villain snapped up quickly, grabbing Logan's bare calf.

"Argh!" Logan cried, looking down at his leg.

Electro was gone.

Steve dropped down to examine the inhibitor collar. "Must have been damaged when he hit the wall," he said.

Suddenly Logan screamed again, and lightning shot out of mouth and eyes. A form appeared in the air, briefly, before bolting across the room to the wall outlet. Electro then, in full body, undamaged, stood next to the wall. "Woo, bio-electricity, baby! Ain't nothing like it, especially from a mutant. Good thing you got that conductive skeleton, furry."

His claws popped and Logan charged, but Electro was too fast. He jammed a wetted finger into the socket and sparked away before any of them was halfway across the room.

"The building's self-sustaining, right?" Cage said. "Lock it down. He can't get outside through the power."

Steve shook his head. "All he has to do it pop up in the lobby and run outside to a street light. We can't lock down that quickly."

Carol screamed, her voice tearing from her throat, and slammed a fist into the wall, destroying the plastic. The three men watched as she demolished the cell, rising from the rubble with shaky breaths.

"Let's get upstairs," she said, stepping out of the dust cloud. "I want to see what's happening."

As it rose, the elevator shook with the power radiating from Carol's body. She noticed the men beside her unconsciously cramming themselves into the corner of the car, but it didn't matter. Right then, the only thing on her mind was making sure Peter was still alive.

They walked back into the common room, where Tony and the rest of the Avengers were still watching the screen. A holographic interface hovered over Tony's forearm, his fingers frantic over the yellowed light. "Tell me you've got something," Steve said as they entered the area proper.

"Nothing yet," Tony replied. "Whoever's doing this is bouncing the signal all over the tristate area. I'll be able to track it down eventually, but," he cut himself off as he looked back to the screen. A man looking vaguely like him, dressed in a bloody lab coat, was lifting the back of Peter's mask and puncturing his neck with a syringe. "Not in time."

Carol watched as her doppelganger held Peter by his shoulders, told him she was worried about him choking. She knew what was coming next.

"Steve," she said.

"Clint and Natasha are already on their way to Boston," he replied.

She nodded. Her fist clenched tightly into her side, so much so that it shook against the outside of her thigh.

Thor rose with a roar from where he'd been seated, slamming Mjolnir into and through the solid oak table before him, cracking the tiled floor. "This is an outrage!" he said. "Our comrade and friend lies suffering! How is it we are unable to find this place?"

"I'm doing the best I can, big guy," Tony said.

Shouting erupted around the room, Avengers arguing amongst themselves. Only two remained watching the scene before them.

"When is it enough?" Carol said, softly, hoping it was only to herself.

But Steve looked to her, and she knew he'd heard. "What?"

Carol looked back at him, tears welling against her eyes, but refusing to fall. She wasn't sure if they belonged to pain, or rage, or fear, but at that moment, she it didn't feel like it mattered. "When does the universe decide that he's had enough?"

They watched as Peter's mask slid up his neck, exposing the short brown hair on the back of his head. Carol reached over and grabbed Steve's arm, bracing herself for the moment when his whole life would come crashing down.

Except it never came.

As soon as the mask reached his face, it stopped moving. They saw Carol's double strain against the fabric, pulling with genuine effort, but it didn't budge.

They heard a question come out of Peter's mouth, his voice broken and hoarse, but Carol knew then that he wasn't finished.

And she prayed.

**XXXXXX**

Peter could feel the fabric rolling up the back of his neck again. The hairs on head stood up as they were exposed to the air, and a part of him said it would just be easier to let it go. That his life would just be so much simpler, regardless of however much shorter it might be.

_I'm too tired._

The fabric crested the top of his head; exposed his Adam's Apple.

_Aunt May._

He felt the skintight cloth rolling up the underside of his chin, pushing the hairline down toward his forehead.

_Carol._

"Just take it easy, Spidey," Carol said. "It'll all be over soon."

_She keeps calling me "Spidey."_

Tears streamed down Peter's cheeks.

The mask reached his face, and Peter stuck the material to his skin.

Carol pulled, hard, then harder, but the mask never moved.

Peter sighed. "Carol," he said, "What's my name?"

She stopped pulling.

He saw fear in her blue eyes, but her eyes just made him angry. Because they were so close, so _right_, but all wrong at the same time.

He had to ask, because he knew; he was aware that he had never been rescued, that he was still held captive by Octavius and allies. But he didn't want to believe it. So he asked. Just to keep hope alive for another moment.

Carol let out a light laugh. "C'mon, Spidey," she said. "Stop kidding around. Let me get your mask off. I'm worried about you."

Tony had backed away from Peter's table and taken several steps toward the metal door.

Through the pain, the acidic pulsing flowing through him, the frozen air surrounding him, a single thought flashed in his mind, a lighthouse beacon against the fog of the torture he'd endured.

_She knows my name._

Throughout their relationship, until Carol had left for space with the Guardians, she and Peter had been very careful to keep his identities separate. Captain Marvel and Spider-Man were comrades in arms, fellow Avengers, and even good friends, but she and Peter maintained a respective distance in costume. They wanted the world to see _Peter Parker_ with Carol Danvers, not Spider-Man.

Peter raised his head, looking at the Chameleon dead in the eyes. "She knows my name, Dmitri."

Chameleon let the mask slip out of his fingers, backing away from Spider-Man. Just as he turned to run, Peter leapt from the table, ripping the leather straps free like so much tissue paper. He grabbed Chameleon about the throat and lifted him into the air, where Chameleon struggled to free himself from the iron grip around his neck.

"She knows my name!" he shouted, hurling Chameleon into the brick wall in front of him.

Fury tore from his throat like a volcanic storm, and Peter sprung on Chameleon in an instant, the villain attempting to push away an immovable object.

"She!" A crack sounded, Chameleon's left forearm bent backwards.

"Knows!" Another pop, this time Chameleon's jaw tearing free of his skull.

"My!" The clinking of brick shards falling to the tile floor echoed as Peter threw Chameleon into the stone again.

"Name!" Peter kicked Chameleon in the ribs, and a sickening crunch sounded as the bones cracked. Chameleon fell to his knees, clutching at his stomach, and bloody vomit spewed onto the floor.

Tony stood transfixed in the corner, watching the scene in horror.

Peter turned, stepping over Chameleon, slamming the steel door shut as he passed.

He gripped Tony by the collar of his bloody lab coat and lifted him into the air. "Mysterio," he said, his voice low and full of malice. "Stepped up your game from parlor tricks, I see. Hallucinogenic gas? Your costume and… what? A mannequin dressed like Cap to influence my visions?"

Suddenly Mysterio began laughing, and Peter heard a snapping of fingers. A bright light exploded in the room, and when Peter's vision cleared, Mysterio was gone.

"Mysterio!" Peter shouted. "When I get out of here I'm gonna smash that fishbowl into your eyeballs!"

Peter heard a hissing sound coming from the vents in the room, and knew his time was limited. He could already smell the gas, could already feel it numbing his senses. He walked over to Chameleon and lifted the man off the ground. "What was the plan, Dmitri? Why torture me?"

Chameleon spat on him.

"Talk or I start breaking whatever bones you've got left," Peter said, gripping Chameleon's index finger.

Chameleon wheezed, and when he spoke, it was with Carol's voice. "Octavius… told us… to leave you alone."

The voice unnerved Peter, and he let go of Chameleon's hand. "But… I will not be denied my revenge… for Sergei."

Peter dropped him to the ground, and Chameleon grunted. "You wanted me exposed." He looked around and found the camera, situated in the corner.

He considered smashing it, but thought the better of it. "Well, I can't be sure where this is going, but I can guess. Hello, New York. I'm your friendly neighborhood Spider-Man."

Waving to the camera, Peter sat down on the tile floor. "As you can see, I'm in a bit of a spot. I won't be conscious here for too much longer. But I want you to know something."

**XXXXXX**

Carol watched as Peter beat her senseless. Heard his screams. Part of her feared Chameleon's appearance fueled Peter's violence.

When he turned to the camera, she could feel him. He wasn't talking to New York. He was talking to her.

"But I want you to know something," he said.

_Yes, Peter. Tell me, I'm right here._

"I'm going to get out of this. And I'm coming back to you. Count on it."

The feed cut just as he fell to the floor and the metal door flew open, another Spider-Man standing in the doorway.

"Tell me you managed to track it down before it went dead," Steve said.

Tony shook his head. "They're definitely in the city," he said. "Best I can do."

The Avengers scrambled, preparing themselves to head out into the city and find Peter. But Carol stayed still, looking at the screen where it had frozen on the image the self-styled "Superior" Spider-Man standing over Peter's unconscious body.

She hadn't noticed before, and she doubted Peter had either, but there was so much blood on his costume that the majority of the blue was staining a shade of purple. Some of it was Chameleon's, yes, but most of it was it his own.

And there was Octavius. Standing there as damnable evidence that Peter had been right all along.

_We have to find him._

Carol turned, ready to fly out into the city and resume the search, but Steve was standing behind her. He was looking toward the floor.

"Steve?" she asked. "What's wrong?"

"I just got word from Clint and Natasha. They're on their way back from Boston."

_Oh, no. Oh God, please, no._

"You asked earlier. 'When does the universe decide he's had enough?'"

Carol's face scrunched up, trying to hold the tears at bay. She felt herself frowning at him, silently begging him not to say what she knew he was going to.

Steve handed her his phone, showing the photos Natasha had sent him.

It took all of Carol's willpower not to crush the device into her palm.

He took the phone back from her, and sighed. "Not today."

Carol turned and took one last look at the screen, where Octavius stood over Peter. And then she screamed, and drove her fist through the plastic, right on his head.

She turned back to Steve. "We need to _find_ this man," she said. "Whatever it takes."

"I agree," he replied. "Whatever it takes."


	12. Chapter 12

_**Hello, friends, and welcome to Chapter Twelve! Hard to believe it's been just over a year since I started this story. Time flies, eh? So, this chapter will be the one where those of you who read the first part, "Doomed," will start to see the connections. If you haven't read that one, I recommend that you do. As always, please read and review, I really appreciate the feedback; it only helps me grow as a writer.**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Twelve**

The news reports had not been kind.

"The medical examiners are calling this crime 'brutal' and 'sadistic…'"

"Investigators are still having difficulty gathering evidence from the crime scene…"

"The search continues in the Boston area for a potential second victim of what some are calling the 'Spider-Slaying…'"

J. Jonah Jameson had never had so much ammunition. Nor as much validation in using it.

"This monster and I have been at each other's throats for years," he said, standing before the dozen microphones plugged into the podium bearing the seal of the great city of New York. "The fact that he's finally shown his true colors and attacked me through my family should be all the evidence needed to bring him to justice."

Flashbulbs clicked regularly in the room, and rather than a mad-cap rush to have their questions answered, the reporters gave respect, if not to each other, than to the man standing on the stage. Regardless of their opinions of him as a mayor, J. Jonah Jameson was a giant in their industry, and they treated him as such.

After several questions on the details of the murder, which of course the mayor wasn't going to answer, a young, spunky reporter with pixie-cut blond hair stood, her hand in the air for only half a second before her mouth started moving. "Mr. Mayor, Norah Winters, Fact Channel," she said. "Do you have any comments regarding the Avengers' reports that Spider-Man cannot be responsible as he's been held captive by an unidentified supervillain for some time?"

Jameson's face burned, and the meaning of the term "hot under the collar" suddenly became apparent to everyone in the room. "I don't care what those reckless, good-for-nothing vigilantes have to say! All I need is the evidence in front of my face!"

Most would've expected her to sit, or turn over, but Norah pressed on. "Then what do you make of the recent city-wide broadcast, which we've had experts endorse is not doctored footage, appearing to confirm exactly what Captain America and the Avengers…"

"Enough!" Jameson shouted, his forehead glistening with sweat. His skin had shifted three shades redder, veins were raised against his temple and blood vessels were visible in the whites of his eyes. "He probably made that video to try to cover his tracks! In cahoots with Chameleon and Mysterio the whole time! Hell, Chameleon was already impersonating that, what was her name, Captain Marvel! It's not a stretch to think Spider-Man could've had someone else dress up as him to show up at the end of the tape!"

He'd burned like a nova, white-hot and bright, and just as quickly Jameson calmed. "All I know is this," he said. "My father was found in his home in Boston, an elderly man, his limbs stretched to their limits by webs attached to the ceiling and floor of the house. He was tortured, beaten… several of his bones broken. And in the end, he was strangled to death with another web, wrapped around his windpipe like a garrote."

A small tear formed in the mayor's eye.

"I'm probably not supposed to tell you all that. It's an ongoing investigation. But I'm saying it anyway, because I want all of you to understand something." Jameson paused for a moment, looking off to the side of the stage, where his wife Marla would've been standing, had she not been killed by Alistair Smythe's Spider-Slayer. "Even if everything Captain Rogers says is true—and, please understand, if there's one of these so-called heroes I respect, it's him—it was still someone related to Spider-Man that killed my father. I can't speculate on their reasons. I have some ideas, but they're fairly far-fetched."

Carol stood watching the press conference in the common room of Avengers Tower. Tony had replaced the television on the condition that Carol had to buy the next one she punched through. "Death and destruction surrounds him," Jameson continued. "In my own life, I've lost more people than I care to admit. Some of that is on me, but," he paused again, took a breath. "At the very least, I would call for him to hang up the webs. Stay home. Let it go. Too many people die around you."

Norah Winters sat back down, and reporters continued pressing Jameson for information, but he excused himself to join the motorcade to his father's funeral service. "Let me make something perfectly clear," he said, returning to the podium after stepping away for a moment. "No scum-sucking murderer, Spider-Man or not, is going to keep me from laying my father to rest today."

The news coverage returned to the studio, and Carol turned to the woman beside her. "May," she said, wrapping her right arm over the older woman's shoulders, "I'm so sorry."

May watched as the news helicopters hovered over the motorcade, saw Jameson enter a black limo behind the hearse. "I should be there," she said.

"It isn't safe," Carol said. "We offered protection for Jonah too, but he flat out refused; said if we kept pushing him he'd have us all brought up on harassment charges."

Carol felt a heavy sigh wrack the frail body beneath her. It was the first time she'd ever felt like May was weakening.

"Still," May said. "Jay was my husband. I should be there to say goodbye."

"Octavius will be counting on it," Carol said. "Peter may have taken Chameleon out of commission, but Mysterio is still with them. He could make the entire group see whatever he wants. They could grab you, capture you, or just kill you outright. I won't have that."

May nodded.

Together they walked back to Tony's workshop, where he was still trying to crack into Octavius's Neurolitic Scanner. Steve was standing next to him, his arms crossed over his chest, watching.

"Any progress?" Carol asked.

"Sort of?" Tony said, looking up from the table for a moment. "I've cracked the security, so we're able to access the device, but I have no idea what Peter was looking for, so I don't know where to begin."

Steve took May's arm from Carol, and sat down with her on a sofa against the glass wall.

"Mrs. Parker," he said. "I want to assure you we're doing everything we can to find Peter."

"Oh, Captain, you don't have to tell me," she said. "But thank you."

She leaned against him and let the tears come, and Steve wrapped his other arm around her.

Carol smiled at the sight. Peter had always looked up to Steve, and it would warm his heart to see how much Steve was taking care of his aunt. She turned back to Tony. "What are our options?" she asked.

Tony removed the black goggles over his eyes, and dropped his tools to the table. "Well, if we're working from the assumption that Octavius is _alive_, at least in some fashion…"

He gave her a sideways glance and raised his eyebrows. "Maybe we should go see the doctor and get a second opinion?"

**XXXXXX**

Peter leaned against the machine binding him, watching the caravan follow his step-uncle's funeral procession. Octavius stood to his right, Peter's mask in his hands.

"Another one down, huh?" Octavius said. "Admittedly, he wasn't who I was looking for, but I think there is some poetic symmetry here, don't you?"

Seething, Peter turned his head, his eyes trying their best to burn through Octavius's smiling face. "You're sick."

"Not in the slightest," Octavius said, giving a mock frown. "I'm _committed._ And driven. But not sick."

Peter found himself shaking, speaking through gritted teeth. "You're gonna pay for this."

"Oh!" Octavius started. "Please do the supervillain monologue, I've always wondered what it sounds like from this end!" He slipped the mask over Peter's face, then turned off the television. Pushing a button on the side of the device, Peter's prison started moving down a pre-laid track toward the door. The machine's feet pushed the thick metal open, taking Peter into a short darkened hall. After a left turn, Peter found himself in a much larger room, where four men sat around a semi-circular table. In the floor at the center of the table was a depression, which Peter's prison sunk into as the device entered it.

There was little light in the room, but Peter was still able to make out the four faces before him. Rhino's was easy, with the massive horn jutting out of his forehead. To his right was what, at first, appeared to be an Osborn, but upon closer examination Peter saw that the skin on the man's arms—even his hair—appeared to be granulated. Sandman.

The final two were easy enough as well: Electro sat at the far left, and Peter might have been confused by him had sparks not fired off his fingertips as he lit a cigarette. Mysterio sat between Electro and Sandman, his massive fishbowl-shaped helmet reflecting what little light there was in the room.

Considering the empty chair to Rhino's left, which Peter could only assume should be occupied by Chameleon, and Octavius's presence beside him, Peter knew what he was up against.

A reborn Sinister Six. With some of its most powerful members.

"Superior Six!" Octavius began, and before he got any further Peter burst out laughing.

"You've gotta be kidding," Peter said, the giggles coming from somewhere deep in his chest. "Though I guess you never were very good with names, eh 'Master Planner?'"

Octavius leaned in, close enough that Peter could feel his breath though the mask. "That's right, Peter," he said. "Make sure to keep up that image. Laugh in the face of danger. They need to see you're not afraid. They don't know how scared you are. Not like I do."

Standing again, Octavius raised his hand to them for a second before crossing in front of Peter. "Friends," he said. "We need to have a discussion about the recent treatment of our guest."

"Guest?" Rhino said. "He was to be prisoner."

"Yes, of course," Octavius replied. "I was merely using a synonym. As you can see, he is clearly bound."

Electro sparked up, lightning coursing around his fingertips. "I still don't understand why we don't just kill him," he said. As rage consumed him, his voice fluctuated in frequency, occasionally replaced with static. "Do you guys have any… idea what I went through… Avengers? Especially… Marvel. Just because I can reform don't mean broken bones don't mother… hurt!"

Octavius raised his palm, meant to placate. "Because, Max," he said, "Spider-Man is already defeated. There is nothing more to fear from him. But as a worthy adversary, to all of us, he deserves a measure of respect."

"This is ridiculous," Mysterio said. "Even if you want to keep him alive, make him suffer or whatever, there's no reason to protect his identity."

"But that's part of the respect, Quentin," Octavius replied. "He wishes for his identity to remain a secret. Then we shall oblige him."

Octavius turned then, looking back into Peter's face. "As those around him perish, he will live with the knowledge that when we're finished, and everyone he's ever loved, including himself, is dead and gone, that I will steal his life."

The Superior Spider-Man turned back to his assembled allies. "The man beneath the mask will never have the satisfaction of knowing he was mourned, because to the rest of the world, he'll never have died at all."

Sandman had sat quietly, listening to Octavius's blustering, and his comrade's complaints, and his fist hardened into concrete. "Yeah, I'm gonna go with killing him now," he said, the solid block firing across the table like it'd been fired from a cannon.

It hit Peter square in the sternum, the force enough to knock the air out of his lungs and send tears instantly streaming down his face. Fire erupted in his chest, and he was sure something was either broken or severely fractured. A sharp pain was digging into his back also, but he couldn't focus on it because he couldn't get air into his windpipe.

"Enough!" Octavius shouted, standing between Peter and the rest of the table. Finally, after a few moments of struggle, Peter felt air pulling into his lungs, expanding his ribcage. He groaned against the pain from the broken blood vessels, knowing that oxygen to the brain was more important than avoiding the ache in his chest.

"Obviously you cretins are too small-minded to understand the purest revenge when you see it," Octavius said, pressing another button on the machine, causing it to back down the track toward Peter's cell. "Just trust me when I say you'll all walk away from this not only satisfied in your vengeance against Spider-Man, but also powerfully rich."

The needlepoint sharpness kept digging into Peter's shoulder blades as the machine settled back into the floor of the cell. Flexing his shoulders and back as much as he could, Peter could feel that the pain moved as he did; pressure on the outside of the skin rather than damage on the inside. _Sandman's assault broke something in this machine_.

Octavius reentered the cell, and Peter couldn't help but laugh at him again. Removing his mask, the Superior Spider-Man glared at him. "What's funny?" he asked.

"You," Peter replied. "You're talking about killing me and taking my life, saying I won't even have the satisfaction of anyone mourning me. You don't even realize that's what you've already done to yourself."

Octavius smiled. "What do you mean?"

"You're not really Otto Octavius," Peter said. "You have his memories, you _think_ you're him, just like I did, but the real Octavius is dead and gone, burning in some fiery hell."

The villain's smile grew wider, and he approached Peter, closing the distance to mere inches. "I can understand why you think that way, Peter, I really can. But I'm going to let you in on a little secret."

Octavius leaned in, his lips nearly tickling Peter's ear. "I _am_ Otto Octavius. Body, mind, _and soul._"

**XXXXXX**

"I'm telling you, it just isn't possible," Strange said. "There is no way that the Spider-Man we saw on that tape was the _actual_ Otto Octavius. His soul is _gone._"

Carol followed him out of his study and into the living room, where Wong was serving Tony a cup of tea. "But how can you be so sure?" Carol asked.

"Because the ritual necessary to prevent a soul from moving on after death is nigh impossible to perform," Strange replied.

"How so?" Tony asked, taking of sip of his tea.

Strange sat down on the sofa across from Tony, and Carol planted herself next to him. "First of all," Strange said, "a soul can't just be attached to any random object. It must be bound to a body."

"So like how Harry Potter was a Horcrux for Voldemort?" Carol asked.

Strange sighed. Heavily. "Yes, Carol, kind of like that. Except for two differences. First, a soul cannot be split; it is as it will be for all time. Second, the host body cannot already have a soul present."

Tony stopped his cup midway to his mouth. "Wait. Are you saying this ritual requires…?"

"Human sacrifice, yes," Strange said. "A soul for a soul."

Tony put his cup and saucer back on the table.

"Another difficulty is that whatever damage is accrued by the body will still be present when the new soul takes hold. So, for example, if the host body were killed by a gunshot to the head, all that brain damage and blood loss would still be there when the new soul took hold. It would just be another death."

Carol leaned forward, resting her elbows on her knees. "What about a clone? Would that solve the problem?"

Strange nodded. "That would be the easiest way, yes. A clone or homunculus would be a blank slate for the soul to inhabit, as the clone would have had no time to grow a soul of their own."

"Well that has to be it, then," Carol said. "Peter's been cloned more times than I can count."

Strange raised his hand to stop her. "That is not all," he said. "The other difficulty is how much mystical energy is needed to command a human soul from its host. I can count on one hand the number of people who could possibly perform this ritual without complication."

"Who are they?" Tony asked.

Opening his palm, Strange tapped against his fingers. "Besides myself, there is Baron Mordo, though he is locked away with his master Dormammu." He ticked three fingers with his index. "Brother Voodoo is also capable, though he would not perform such a ritual, and certainly not for one such as Otto Octavius."

"There's Wanda Maximoff—though her power is somewhat unstable for such a procedure—and…"

Strange's eyes went wide, his pupils and irises nearly vanished in the white. "By the One Above All…"

"Who?" Carol asked. "Who's left?" Strange stayed silent, his breathing the only sound echoing through the high-ceilinged room. "Stephen?"

The Sorcerer Supreme looked down at her and swallowed. "Doom," he said. "It leaves Victor Von Doom."


	13. Chapter 13

**_Hello, friends, and welcome to Chapter Thirteen! It has been far too long, and for that I apologize. Life has been a roller coaster of late, but I'm trying to get things together and finish out this story so I can move onto the final part of this trilogy. As a side note, I've been considering starting a page; if you would be interested in helping me out to make these chapters go a bit faster or put in a request for a particular story, let me know. As always, please read and review; I greatly appreciate it and each of you!_**

**Chapter Thirteen**

_Doom_.

Dread crept its way into Carol's bones. She thought back to all that Peter had done the previous year, the defeats and humiliations that he'd brought down on Doom's head.

Peter had _broken _him.

Destroyed Doom's plans, shattered any hope the supervillain had held for using the Super Soldier Serum and the Vita Rays to become "perfect."

And had—one arm bleeding from the shoulder, several cracked bones in his face—not only beaten Doom in a straight fight, but had _brought him low._

Peter had not only _seen _Doom's face, but mangled it far worse than whatever accident had scarred him previously.

And given Doom's penchant for revenge…

"That can't be right," she said, taking Doctor Strange's hands in her own. She could feel unusual cracks and ridges in his bones, remnants of the damage from the car accident that changed his life forever. "Please tell me there's another option. Blackheart, Mephisto, anyone."

Strange shook his head. "Demons do not have the power to freely manipulate living souls. The soul must be first given to them in contract."

Carol rose from the sofa and walked, running her palms through her hair. She took a few steps, plopped back down on the sofa, then stood again. She needed something to _hit._

It _couldn't_ be Doom. The only reason Peter had been able to beat him before was because Doom underestimated him. In fact, that was a mistake people frequently made with him. His endless jokes and laughter threw his enemies off guard, and…

Her mind went back to his laugh. She hadn't heard it since… she couldn't remember. Even at the party they held in his honor he'd been quieter, more reserved. She realized she hadn't heard a laugh… a genuine, Peter Parker guffaw since before she'd left for space.

And now, if Doom was involved, she might never hear one again.

_No. That is not a road you want to travel down, Carol. Stay positive._

"Alright," she said, lowering herself back onto the sofa. "Assuming that Doom is the one who performed this… ritual? What does that mean?"

Strange shook his head. "It could mean any number of things, most of which we are ignorant of. It's possible that Doom could know everything, or he could know nothing. There's no way to be sure."

"Wait a minute," Tony said, leaning forward on the sofa and setting his glass on the table. "I thought Doom was just a genius, like me or Reed. An evil genius, but the man gets credit where it's due." His eyebrows pushed together, wrinkling his forehead. "How is he pulling off magic rituals?"

A knurled, misshapen right thumb and forefinger gripped the glinting gold eye medallion around his neck. "Doom has been studying the mystic arts since his mother died, and has become one of the most powerful practitioners in the world. He has, on more than one occasion, been considered for the position of Sorcerer Supreme."

Tony opened his mouth, but no words came out. Instead his eyes darted left and right a few times, his head turning slightly with their movement. After a moment, he found his voice again. "I thought the Sorcerer Supreme was supposed to defend Earth from magical threats or something, right? How could that be _Doom_?"

"The Sorcerer Supreme is not bound by any particular altruism or moral outlook," Strange said. "He or she is, simply, the strongest."

"That's a bit terrifying," Tony said.

Strange nodded. "Indeed."

Carol cleared her throat, and the two men turned to her. "Can we get some focus here, please?" she said. "Do you think Doom knows where Octavius is keeping Peter?"

Strange rubbed his hand over his beard. "As I said, there's no way to be sure. He could know everything about Peter: who he is, what Octavius was planning to do with him. This could be his plan, for all we know."

"So is Doom controlling this new body?" Tony asked. "Manipulating it with magic puppet strings?"

"No, nothing like that," Strange said. "If we operate under the assumption that Doom knows as little as possible, then he would have simply performed the ritual that placed Octavius's soul into this new body."

Carol rose and took a few steps away from the sofa, running her fingers through her short blond hair before resting them against the back of her neck. "But we're not even sure that it _is_ Doom, right? There could be some new player on the field?"

Strange shook his head. "Not one that I wouldn't have felt, or heard of. There is no way to amass that kind of power without attracting attention. I _am_ good at my job, after all."

Before she could ask another question, Wong appeared in the doorway with a phone in his hand. "Pardon me," he said. "But there is a man on the phone claiming to be at Avenger's Tower with information that could lead to Spider-Man's whereabouts."

**XXXXXX**

The flight back to Avenger's Tower was one of the shortest Carol had ever taken. The thunderous boom of her passing caught up with her about five seconds after she landed in the Tower's lobby. There she was greeted with sight she never expected to see in her life.

Deadpool. Standing next to an easy chair, drinking a cup of coffee.

She approached the mercenary, already feeling the wrinkles of irritation run up her back, prickling up the hairs on her neck. But if Wade had found something that could lead them to Peter, she was willing to be civil.

"Deadpool," she said, "I hear you…"

"Nope," Deadpool replied, crossing his arms over his chest. "I'm not giving you squat until you do something for me first."

Carol could feel a vein pulsing in the side of her neck. "Wade, if you have something that can lead me to Spider-Man, I suggest you hand it over."

Deadpool turned his head toward her. "Oh, I fully intend to. I just need you to do me one teensy-weensy favor." His index finger and thumb squished together to form an almost imperceptible space.

Her left eye twitched. "What?"

"When you find Spidey," he said, "You have to get him to apologize to me for stealing my color scheme."

Carol could feel the muscles in her forearm tightening as her hand curled into a fist. "What did you say?"

Deadpool slumped his shoulders. "My color scheme. C'mon, don't tell me you haven't noticed his new red-and-black suit thing? That's _my _thing. He aped my thing, Captain Hotpants!"

Carol was seriously considering blowing his head off. In fact, the only thing saving his face was that she would have to wait for it to regenerate before getting any information out of him. Fortunately the sound of repulsors and clanking armor told her that Tony had finally caught up with her.

"Please tell me this isn't our guy?" Tony said as his helmet retracted into the back of his armor.

"Don't hate… just because I'm prettier than you…"

"Are you serious? With a face that looks like it got drowned in boiling grease fat?"

"At least my beard doesn't look like it was drawn on with liquid eyeliner!"

"Guys!" Carol exploded—literally, a burst of energy pulsed out of her body, knocking the two of them back several inches. "Wade, what do you have?!"

Deadpool's right arm shot into the air, his index finger extended as far as it would go. "Oh yeah! Deus Ex Deadpool coming right up!"

Reaching into a pouch strapped to his leg, Wade produced a small tablet computer. "Boom! I get to be an Avenger now, right?"

"For a tablet?" Tony asked.

"For _Spidey's _tablet," Deadpool replied. "You know, the one he had on him the day he was kidnapped?"

Tony turned the device over; the case was red, with a black spider in the center. "Spidey had a tablet on him?"

Deadpool nodded. "Dropped it when the fight started."

"But how did you find it?"

A large smile spread across Deadpool's face, deep enough that they could see it through his mask. "Well… I heard you guys were on the lookout for Spidey, so I had my ear to the ground—not literally, that would be stupid—and I heard some kid was trying to sell this thing to a pawn shop. So I liberated it from him."

"And this is supposed to help us find him how?" Carol asked.

Tony waved a hand. "He didn't leave here that day _looking _for that fight," he said, "He left looking for Octavius. It's possible that wherever he tracked Ock to through the helmet is on here somewhere."

He pressed the button at the top, and a small smile crossed his face. "You think you might know the password?" Tony asked, holding it out to Carol.

She took the tablet and looked at the screen. The background image was one he'd taken of himself, in the middle of a fight with Venom. _How he managed getting pictures of himself like that for so long I'll never understand._ Looking closer, Carol realized she recognized the photo; it was taken during the Siege of Asgard, when she and Peter had fought Venom in the nearby small town of Broxton, Oklahoma. In fact she saw herself there—in her old Ms. Marvel costume—flying toward the symbiotic monster, about to punch the beast into the asphalt.

Carol laughed a bit to herself. _I'll bet he misses that old costume._ Her smile deepened as she though more about the picture. It was subtle; anyone else would've seen a picture of Spider-Man in a fight. But Carol understood the significance of that day. After all, Venom _had_ been the one to inadvertently spill the beans about her feelings for Peter.

She swiped her finger to the right, and opened the password screen. She tried several combinations: his uncle's birthday, Aunt May's, the day Uncle Ben died, the same for Gwen. Then she thought about the background picture, and tried the date of the Siege; still nothing. And she was running out of chances before the tablet's security would wipe the memory.

Before she could try another combination, Tony placed an armored hand over the screen. "Wait a minute," he said, turning to Wade. "What made you want to help Spidey in the first place? Who paid you?"

"Yo mama."

"Wade. Who paid you?"

"Yo daddy."

"Wade…"

"Yo greasy-greasy granny!" Deadpool ran around the room in a large circle screaming "Oh!", his fist in front of his face. "Snap! You just got served old school, son!"

Tony grabbed Deadpool's bandolier and headbutted him. "Who signed the check, Wade?"

Deadpool shook his head, clearing the cobwebs. "Alright, alright, fine. It was Dr. Doom. He paid me ten million Latverian francs to…"

Carol was on him before he could finish the sentence. Her eyes burning white-hot, she held Deadpool's head between her hands, the heat pouring off of them scalding their shape into his mask. "What did he tell you?!" she yelled, her voice a pulse of energy unto itself. "What did he want you to do?!"

"Keep my head out of hot spaces, for one thing," he choked out, trying to wiggle his way free of Carol's grasp.

_"__Wade!"_

"Mother of tacos, I was kidding!" Deadpool said, pushing at Carol's arms as effectively as a mouse would push at a tree. "No one hired me!"

"Then why would you want to help Spider-Man?" Tony asked.

Carol could feel Wade's damaged skin beneath her fingers now, burning with the energy she was putting off. She didn't care. He'd grow it back.

"Aaah!" Wade screamed. "We're mask buddies!"

It was enough to make Carol let go of his head, at least, if not calm down entirely.

"You're what?" Tony asked.

Deadpool rose back to his feet, glancing at Carol for a second before answering. "We're mask buddies. You know—red mask, white eyes, black outline; our masks look the same. We're mask buddies."

He stepped closer, nose to nose with Tony. "And nobody messes with mask buddies."

Carol's fire burned all the hotter. She didn't know why they'd listened to him—Deadpool was incapable of taking anything seriously. The tablet was probably an iPad he'd stolen and slipped a cover onto.

"Besides," he said, turning his head to her. "I know a little bit about being separated from someone you care for."

Carol picked the tablet up from the floor, and studied the screen again. Peter, fighting Venom. Her, in the background. She thought of Peter's birthday, but immediately dismissed it. Peter wasn't self-absorbed or stupid enough to use his own birthday as a password. Then she thought of her own, but realized she'd never actually told Peter what it was.

That didn't mean he didn't know it, so she tried the numbers; no luck. One chance left.

_I know a little bit about being separated from someone you care for. _She heard Deadpool again in her mind. She wasn't sure if he was directing his comment at her, for how she felt now, or at how Peter felt while she was in space.

Carol entered the date of their anniversary; at least, what she considered their anniversary—that first night together, then talking it out over coffee the next morning. Her finger twitched over the last digit. If she was wrong, the tablet's memory would be wiped, and they would lose whatever lead to finding him was contained within. But that wouldn't put them in any worse of a situation. And getting it right could mean a much better one.

She pressed down; the screen hesitated for a moment before opening onto a map, and Carol released her breath.

A small blip appeared over an address in Westchester. "We've found him, Tony," Carol said, her voice and hand both quavering as she handed over the tablet.

"I want to run it through what we've found in Octavius's scanner first," he said, taking a moment to check what was on the screen, "but I think you may be right."

Next to the them, Deadpool cleared his throat. "I take thank yous in the form of check, money order, and make out sesh."

"You want Tony to make out with you?"

Wade cocked his head. "Not particularly, but I'm not opposed to it. Would be good blackmail material."

Carol extended her hand. "How about apology?"

"That works too."

They shook, briefly, before Deadpool pulled his guns from their holsters. "So, when do we go on the big rescue?"

Carol patted his shoulder. "We'll take it from here, Wade," she said.

"But… but… mask buddies…"

"Thanks for the help, Deadpool," Tony called as he walked toward the elevator. "We'll call you if we need you."

As Carol followed Tony, she heard Wade behind them. "But… but… dangit! No fair! I wanted to be in the big awesome fight scene!"

**XXXXXX**

"So what happened, Otto?" Peter asked. The pinching against the flesh between his shoulder blades had increased as Peter leaned back into his prison. Sandman's attack had either knocked a piece of metal loose or broken something. Either way it was the only thing Peter had to exploit at the moment, and he needed to keep Octavius distracted to do it. "Explain it to me."

Octavius smirked, a short burst of air escaping through his nostrils. "You remember my previous body, I'm sure," he said. "Broken. Paralyzed." Octavius stepped forward, gripping Peter around the throat and pressing his head into the machine. The metal shard dug further into Peter's back, almost piercing him. _"Your fault."_

He backed away, and with a small laugh made a slight gesture into the air as he released Peter's neck. "Word travels fast, Peter, even in our circles," he continued. "And what you did to Doom last year was nothing short of _spectacular._"

_Doom? What could he possibly… oh my God…_

"When I heard what you'd done I knew he would want revenge, but would be in no position to do it himself," Octavius said. "So I went to him. And I made him an offer: stave off my death, and I will not only tear the life from Spider-Man, I will make his name a blight upon the lips of those who once cried out to him for salvation."

Peter knew, right then, what had happened. He had seen Doom's power with the mystic arts firsthand. Somehow Doom had taken Otto's soul and placed it in the cloned body standing before him. But he needed to keep Octavius talking. And some information wouldn't hurt. "So Doom knows who I am now," he said.

"No," Octavius replied. "He placed me in this body while it was still incubating. _I _didn't even know who you were until it was done growing."

It made sense, in a way. If Doom had known his identity, there was no way Aunt May or Harry or anyone he cared about would've lived longer than a day.

Octavius shot two web lines into the ceiling, creating a swing for himself. He sat down and began tinkering with the web shooters on his wrists. "After that, it was just a matter of timing. Testing you against your comrades with the Octavian Lens, learning for a certainty just how powerful you really are. Tricking you into coming to see me in prison."

He looked up from his web shooters and threw his head back with a laugh. "Sometimes I can't even believe it. I spent nearly six months as you, running rampant in your skin. I committed atrocities, Peter. There may be some who will have kept faith in you. But many will remember _your_ Spider-Bots watching their every move. _Your_ Arachnauts patrolling the streets, little more than a gang."

Snapping forward, Octavius slammed Peter's head against the back of the machine. "And there will always be hundreds who watched _you_ murder a man in cold blood. Shoot him in the head with his own gun."

That memory in particular weighed on him. Peter could remember his own voice, trying to dissuade himself. He could still feel the metal of the trigger beneath his index finger, oddly warm from where the rifle had been in Massacre's hand. The recoil. The blood spattering against his costume, the red dotting his vision through the lenses of his mask.

"And the absolute best part," Octavius continued, "Was how _easy_ it all was. No one even noticed anything was wrong."

Octavius turned away from Peter, back to the table where he'd placed their masks. Peter took the chance to push the muscles in his back and shoulders as much as possible, and the pinching feeling nearly turned into a stab. He could hear an almost imperceptible give in the metal, but knew it would take much more force to get it to break further.

And he could feel that the metal at his back was right between his shoulder blades. Near his spine.

"It was as if they'd expected it all along. Your friends in the Avengers." Octavius held the two Spider-Man masks, one in either hand; Peter's—symmetrical web pattern, wide white eyepieces—and his own—blood red coloring, asymmetrical web lines, black lenses. "As though they _knew_ all it would take was a little bit more pressure, and they'd find you with blood on your hands. Captain America didn't question it; neither did Iron Man, or Cage, or Logan. I fought them, Peter. I _fought_ them, and the only thing they tested was to be sure I wasn't a Skrull!"

Octavius stepped forward and slipped Peter's mask over his face. "No one suspected a thing, Peter. Not your friends, not your co-workers, not your comrades. Not even your precious Aunt."

Peter again went scouring through his memories, seeing how supportive his aunt had been about pursuing a doctorate, about dating Anna Maria, when she'd known he was with Carol.

Octavius was right. None of them had thought anything was wrong with him. They'd all thought what Octavius had made him do was a natural progression, something that was _within _him, something that just needed the right push to come out.

What did that say about their belief in him? They could offer up all the apologies and throw all the parties in his honor they wanted, but actions speak louder than words. And their actions while he was running around thinking himself to be Octavius spoke volumes.

They all thought he was one step away from madness.

"That is, of course, until _Danvers_ came back from space," Octavius said.

Peter's head snapped up at the mention of Carol's name. Carol _had _known, instantly, that something was wrong with him. And it hadn't just been Peter manipulating the right hand. He could see through Octavius's eyes, the minute he'd said her name that night standing in front of his apartment, she'd known he wasn't himself.

Carol had been the one to convince the others something was wrong. Carol had been the one to rally them behind her, to fight for a friend they didn't know was lost.

Carol had been the one to hold faith in him, to believe that the things Octavius had forced him to do were not things of which Peter himself were capable. That he was a better man.

"And don't think she'll avoid paying for that little transgression, Peter. Along with all the others who forced me into this failsafe." Octavius continued, gesturing to his cloned body.

He was trying to threaten, to make Peter afraid, but it was too late. Octavius had given Peter the reminder he needed: that there was still someone out there who believed in him. Who trusted him. Who knew him.

Who loved him.

And that she was worth fighting for.

The thick metallic door opened, and Octavius slipped his own mask over his face, just as Mysterio entered the room. "We're ready, Otto," he said.

And as the Superior Spider-Man stepped out of the room, Peter Parker came to a decision: it was time to stop wallowing and fight.

No more guilt. No more dwelling on what he'd done as Octavius. The man himself had plenty to answer for.

So, with a few deep breaths through the nose, the Amazing Spider-Man flexed his shoulders and back.

And began to push.


	14. Chapter 14

**_Hello, friends, and welcome to Chapter Fourteen! Initially this chapter was much longer, but I assumed you guys wouldn't want to read that many words at one time. As always, please read and review, as I always appreciate the feedback. Thanks for reading!_**

**_Disclaimer: All characters owned by Marvel._**

**Chapter Fourteen**

The turbulence was unsettling. Even with some of the most advanced technology on Earth; even with her own appreciation for aircraft; and even with the fact that they were finally, _finally _moving in what she hoped was the right direction, Carol didn't appreciate that she was sitting in the right seat in the Quinjet's cockpit. She understood _why _she needed to be there, of course, but that didn't mean she liked it.

She looked over her left shoulder, where Jess, Luke Cage, and Dr. Strange were preparing themselves, each in their own way: Cage rose from his seat and rolled his shoulders, then popped his knuckles—the sound reminiscent of heavy pebbles falling upon a hollow slab of shale, even over the roaring engines; Jess pulled on her jacket before sparking a venom blast over her fingertips; and Strange, contrasting the others, sat with his back pressed against his seat, his legs folded beneath himself in meditation. Tony sat in the left seat next to Carol, his armored hands on the yoke, his faceplate up so he could see through the windshield unobstructed.

Despite having someone as powerful as the Sorcerer Supreme with them, Carol didn't feel like it was much. But she sure as Hell knew she didn't want to wait for the rest of the team to get back from a mission to help the X-Men in San Francisco, so they'd had to go with who was available and hope that the others would catch up before things went sideways.

Carol looked to the back again; behind the others, sitting in the same seat her nephew had been when Carol had nearly died the previous year, was May Parker.

Which was why Carol was _inside _the plane. Thor had taken up the responsibility of external security, flying next to the Quinjet in case their destination had more defenses than expected. But Carol had no interest in leaving May until they knew their destination was safe.

Because that was the thing. This could be the place, the one she'd been searching for since the minute Peter was taken; or it could be another bump in the road, another fork to lead them down a different path. May had had a feeling it was the latter. Carol allowed herself a slight smile at the memory of how May had gotten on the plane in the first place.

**XXXXXX**

"I have made an executive decision," May said, standing outside the doors to Tony's workshop.

Tony—and the skeleton crew of Avengers they'd managed to assemble, though they were still waiting on Thor and Strange—was standing next to his computer, where he'd just finished confirming the information on the tablet Deadpool had brought them. Pieces of his armor floated all around him, absentmindedly attaching themselves to him as he walked. "Uh, Mrs. Parker," he said, snapping his faceplate up after it slammed onto his head, "As much…"

"Anthony Edward Stark—what did I tell you?" May asked, her lips pressing themselves into a flat line and her arms crossing beneath her chest.

Carol had to smile; Jess gave a light two-part chuckle; and even Cage smirked a bit to see Tony Stark—billionaire industrialist, genius engineer, infamous playboy and founding Avenger—being chided by a frail, elderly woman who wasn't even close to being his mother.

Tony, for his part, sighed. "Aunt May," he said, "I don't really think you're in a position to be making executive decisions."

"Call it a maternal one, then," May replied. "I know this place, where Peter was going. I was a housekeeper there before becoming the mistress of the house for a short time." She stepped further into the room, her white blouse billowing over her jeans with the breeze of her passage, her sneakers squeaking on the solid concrete floor. "I'm not a fool, Anthony," she continued. "I know that this may be dangerous, and am well aware how much of a liability I would be should it become so."

The emotion in May's voice was unmistakable, and Carol's heart broke for her. "But Peter is _my boy_," May went on, clearing her throat in a failed effort to regain her composure. "_I _taught him how to tie his shoes. _I _bought him his first microscope." Her volume rose as memories came to her, and she sniffed as she rubbed her thumb and first two fingers against her forehead. "_I_ told him comforting… _platitudes _the night after Ben's funeral! The guilt tearing at his _soul_ and I'm standing there just…"

May sighed, winded, and instinctively reached behind herself for a chair or stool to sit on. Carol was in motion before the air had finished leaving May's lungs, and rolled a chair over to her. May gripped Carol's hand as she eased herself back into the seat, and nodded her thanks. Carol gave her a small smile in return, and squeezed May's hand once before letting go, remaining beside the chair.

The old woman took another breath, a light one, and blinked once, slowly. "I held him… the night Gwen Stacy died," she said as she opened her eyes again. Her arms and hands curled into herself, clutching an invisible boy to her chest, trying to shield him from all the world. "The same way I did the day I had to tell him his parents were never coming home." The balls of her hands shook as she tightened her fists further. "His grip on me that night was so hard, I had purple and black handprints on my arms for weeks."

Cage crossed his massive arms over his chest and glanced at the floor, suddenly interested in a crack in the concrete at his feet; Tony turned away from her, the whirr from his armor as he moved the only sound in the room; Jess wiped a tear from the inside of her eye, though she tried to mask it as pinching the bridge of her nose. Carol rubbed at her mouth and chin, her eyes squeezed shut to keep the tears from falling.

May stood again, and though Carol offered a hand to help, she declined it. She approached Tony, and with the lightest touch of her hand on his armored torso, he turned back to her. "Peter's the only family I've got left, Anthony," she said, "And I _will not _sit idle when I have a chance to help him."

Carol could see the war on Tony's face. May was an old woman, and taking her someplace where there might be a battle waiting for them was the height of irresponsibility. Not to mention that if something happened to her, not only would none of them be able to forgive _themselves_, but there would be no telling what Peter would do.

At the same time, each of them would have given anything for a parent like May. Jess, born to HYDRA scientists, raised to be a cult assassin; Tony, his father part of the team that created both Captain America and the atomic bomb, and though Tony had eclipsed his father's shadow with his own, it came with the cost of whatever love there was between them; Cage, his father a retired New York detective, whose disappointment in his son grew with each juvenile arrest; and Carol herself, so desperate for her father to see her as an equal that she joined the Air Force on her eighteenth birthday—but even on his deathbed, despite all her accomplishments, all the lives she'd saved and good she'd done, her father could only see her as one thing: inferior.

And then there was May. Not even Peter's biological aunt, she'd accepted the boy into her home without question. All these years later, despite all the madness that his life had heaped upon them, May had nothing but love for Peter in her heart. And that love was pushing her to risk herself, against beings that could be seen as gods, to do what she could—_anything_ she could—to help him.

Carol smiled. In the face of that unflinching love, the Invincible Iron Man didn't stand a chance.

"Alright, May," Tony said, nodding. "Alright."

May stepped back from him, and Tony turned to grab Peter's tablet from the desk. Cage stepped up to him, leaning down to Tony's ear, though his voice carried in the concrete room. "I don't know that I like this, Tony," he said.

"Well _you_ try telling her no," Tony replied.

Carol laughed before placing her hand on May's shoulder. "Don't worry, guys," she said. "She'll stay with me."

"Yes! That's perfect," Tony said. He pointed a metal finger into May's face. "You stay right next to Carol, okay? Promise me."

"Of course, dear," May said. She stepped around his outstretched arm, pulling Carol along with her, and marched toward the door. Carol grabbed the handle, but before May stepped over the threshold, she turned back to the group. "Could we get going? I'd like to find my son."

**XXXXXX**

"We're here," Tony called, switching the Quinjet to a hover. Carol looked down; cloud cover beneath them was thick, and low, sitting at about three thousand feet, limiting their visibility to almost nothing. She couldn't see what waited beneath them, but it also meant that whoever was down there wouldn't be able to see them, either.

"Alright, Jess, you know what to do." Cage stepped over to the side door and slid it open, a burst of icy air roaring into the plane. Carol walked to the back to sit next to May, radiating a small amount of energy as she did so—not much, but enough to generate warmth, to protect the older woman from the biting wind.

Jess secured her yellowed goggles, zipped up her black jacket, and pulled her hair back into a ponytail before leaping from the plane. Cage observed from the doorway, watching her drop. "She's into the clouds," he called after a few moments.

Carol's grip on May's hand tightened a bit—she didn't even realize she'd been holding on until that moment. "She'll be alright, dear," May said.

"Oh, I'm not worried about her descent," Carol replied.

They were silent for a few small moments before May said, "You're worried about what's on the ground."

"About what we might find down there, yeah."

May's eyebrows knitted together, and she ran a hand through her silver-and-gray hair to pull it out of her eyes. "We're not talking about Jessica, are we?"

Carol shook her head once, slowly, her lips pursed.

"You think this might be it," May said. "And that we'll find…"

"It's just math, May," Carol interrupted her. She edged closer to Peter's aunt as another gust of wind blew through the cabin. They locked eyes, Carol's swimming, her eyebrows upturned, leaving minute wrinkles in her forehead. "It's why I told Steve I didn't want to wait for them to get back, even though he was begging me to."

Again May's face was puzzled. "What do you mean?"

Carol frowned at her—sniffed—desperate to keep herself composed. "Uh… the odds," she said, holding her arms into herself. "The odds of finding a kidnapping victim alive fall—hard—after the first forty-eight hours."

May nodded, finally understanding.

"And Peter's been missing for over a month now, and…" Carol stopped herself, dropping her chin into her sternum and taking in a heavy breath.

"That video of him," May said, leaning forward so Carol could see her, "That was only a week ago."

Carol looked up at her. "And do you honestly think Octavius didn't retaliate? Peter probably put Chameleon in traction."

Before May could respond, Jess keyed up on their earpieces, giving them the all-clear.

Cage shut the side door and returned to his seat as the plane descended. "I don't know, honestly," May said, her voice shaking through the turbulence as the Quinjet passed through the clouds. "But I know what I can choose to believe. The last I saw of my boy, he was alive, and fighting. That's what I'm holding on to."

The plane touched down seconds later, and the group disembarked to the ruins of a Westchester mansion. The walls and brick fencing were crumbling, marked with bullet holes. May tensed as she stepped out onto the lawn; the place was full of memories, Carol assumed, ones that she probably had no interest in reliving.

Thor alighted next to them, himself on May's right, Tony on her left, and Cage in front, while Carol and Strange brought up the rear. Even though Jess had told them the area was clear, the Avengers didn't want to take any chances with her safety.

They entered the house without incident, however, and stood at the threshold of what was once a large set of double front doors. A massive staircase rotted before them, while grass and moss smothered the once-polished hardwood floors. Jess joined them in the dilapidated foyer, having finished checking the grounds outside for threats.

"May," Tony said, "I think your housekeeping skills leave something to be desired."

"Anthony," she replied, "If my hand wouldn't fracture I'd smack you." Carol's hand, however, would have no such problems, so she proceeded in May's stead.

"I deserved that one," Tony said, once the ringing in his helmet died down.

They took several steps into the home, each in a different direction, before Cage turned back to the group and asked, "How the hell are we supposed to find anything in here?"

"And _what_ are we even trying to find?" Jess asked.

Tony turned back to May. "Is there anything odd you remember about the house?" he asked. "Anything at all?"

She stroked her chin for a moment, her fingers rolling the loose, wrinkled skin over her bones. "There was a room," she said finally, walking down a corridor to the right of the crumbling staircase. The Avengers followed her, though Carol attempted to stay as close as possible. "When I was a housekeeper, Otto had told me not to clean it. Once we were engaged I asked him about it, and he told me it was his lab, and that there were things in there that might be dangerous to someone who doesn't know what they are or how to handle them."

They reached the end of the hall, where a door waited on either side. "When I asked him to show me, just out of curiosity, he declined. Said there was nothing in there I would find interesting." May looked to the left hand door. The bronzed handle was clean, free of the blanket of dust that covered the door opposite. May reached out to turn it, but Carol grabbed her wrist before she could.

"Better let me try," she said, "Just in case." Carol's gloved hand grasped the handle, and a jolt of electricity fired into her body, shocking her before she started absorbing the energy. She slammed against the wood, hard, discovering that the door wasn't wood at all, but some kind of metallic alloy. _There's least some portion of adamantium in this_. Cage joined her, the two plowing their shoulders into the door, but leaving little more than a dent. Finally, Thor added his might to their efforts, striking the center with his hammer. Whatever the door was made of, the hinges holding it in place were not, and the faux wood hurtled into the corridor beyond.

They heard the echo of the metal crashing down a set of stone steps, and Thor stepped forward, Mjolnir held at the ready, lightning arcing over the surface of the Uru metal. "I will take the lead," he said, marching into the dark.


	15. Chapter 15

_**Hello, friends, and welcome to Chapter Fifteen! Here's hoping you enjoy it. Please read and review, I really appreciate the feedback!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Fifteen**

Another bead of sweat rolled down his chin, saturating his month's growth of beard before soaking though the mask to the floor. Somewhere, in the part of his mind that still liked to crack jokes, Peter remembered why he always tried to stay clean shaven. The mask pressing against his facial hair was unbearably itchy. Of course, given that a shard of sharp metal could stab into his spine if he exerted any more pressure, a little discomfort seemed like a minor concern.

He'd been straining against his metal confines for hours; in that time, it had groaned once, and the shard had torn through his suit and pierced the top layer of his skin. Peter shifted his torso to the left as much as possible, so that, were he successful, the shard would have a slightly lower chance of slicing into his spine and rendering moot this entire exercise.

_There you go, Pete. Gotta maintain that optimism._

Resuming his efforts, Peter pressed against his prison. The metal shard dug in further as the pressure increased, but only enough to cause a fresh bleed.

_Damn, Ock really did… tailor this thing to my strength, didn't he?_

He kept going, felt the shrapnel dig just a bit further, maybe cut some new layer of the dermis, but it wasn't enough. The muscles in his… well, everywhere, were already burning. Peter ran through the list—Midtown High anatomy coming back to him—as a means of attempted distraction: _brachioradialis_ in the forearms; _biceps_ and _triceps_ _brachii_; _pectoralis_ _major_ and _minor_; core muscles _serratus_ _anterior, external oblique, rectus abdominus _and _tendinous inscriptions_; _deltoids _in the shoulders; _sternocleidomastoid_ and _trapezius _in the neck and back, along with _infraspinatus _and _rhomboid major_.

_All _of these were on fire, and had been for hours. Peter knew that whatever he'd been getting fed for the past month wasn't designed to keep him fit and strong; Octavius would take whatever precautions necessary to ensure that—even if he should somehow escape his confines—he would have little chance of returning to Avengers Tower without help. His powers could only go so far, after all. Eventually even muscles with the proportionate strength of a spider would begin to atrophy.

Peter relaxed, and felt his weight settle against the cold. God, if he could just get his mask up on the bridge of his nose, take a breath of air without tasting the salt of his sweat. His entire body felt frigid; he was sure that if his mask were up, he would see his breath in the air. Either that, or he'd perspired so much that it was like stepping into the hallway after a shower: his body was so hot that by contrast, room temperature was freezing.

Without leverage, or any way to bring his lower body into the effort, there was no way Peter was going to be able to break his way out of this machine.

_All this, just so I can get back to people who think I'm one bad day away from super-villainy._

Peter hung his head low, sweat spitting between his lips, enough to pass through the red fabric and onto the concrete floor. The metal shard scraped against his skin. He could feel blood streaming down his back, mingling with the sweat—to his hyper-sensitive nerves, the thicker texture of the blood was like a boulder rolling down the hillside of his skin, the perspiration pebbles tumbling alongside it.

_Logan, Thor, Tony, Natasha, Clint, Cage… they all watched me. Fought me. And once they'd determined I wasn't a shapeshifting alien, Cap let me off with a warning about a "probationary period!" I'm sorry, Steve, were you not paying attention to how I put some teenagers in the hospital, or started monitoring the entire city with little spider robot cameras?_

He tried to bring his knees up, and heard the machine groan for the second time. But the increased pressure pushed the metal further into his back, and Peter whimpered. Relaxing his legs, Peter felt the sliver slide the half-millimeter out of his body.

_I think Steve hurts the worst. After everything we went through in Latveria… as reassuring as he was about how he knew I wasn't that kind of man… to then just accept Ock's… my behavior as normal…_

Peter settled against the metal around him, leaning on it as much as he could. His breaths were coming ragged, rough; shoulders and arms shook with every exhale, his chest heaved.

_Even Jess! She and Kaine and Anya and every other Spider-Someone all supposedly bound to me by this "Great Web" Cassandra and Julia always talked about… why didn't she know? And Jess even has the distinction of being Carol's best friend, so if anyone…_

He swallowed hard, what little saliva was left in his mouth, and took a breath through the nose.

_Carol._

And Peter remembered, again, as he was so often wont to fall into those doubtful moods, how she had known from the beginning that something was wrong with him. That he wasn't himself.

_How disappointed would she be if she could see me now? Ready to give up, just because no one believed in me?_

Peter had been in this situation before, dozens of times, hundreds; the city, the world, even whole dimensions doubting him, openly deriding him, calling him a menace or a criminal. He'd never let that stop him before. He'd always pushed forward, driven by a force greater than himself.

_"__With great power comes great responsibility." And I do have great power. If Ock showed me anything, it was that. But Carol, at least, always believed I knew what great responsibility meant, and doubted my choices when they were outside of that responsibility._

He took a few breaths, slow, calm—into the nose, out of the mouth. The concern had been leverage. The damage to the prison was probably enough that Peter's strength should be able to overcome it, but he was nearly vacuum-sealed into the machine. There was no room to move. Except that he didn't need to.

_Those words mean more to me than anything; not because I lost Uncle Ben to learn the lesson, but because the lesson brought me here. To this moment. Where I've laid waste to the schemes of an egotistical, mass-murdering madman so often that he felt the need for pure personal vengeance. Those words are who I am—not because they've unconsciously been woven into my being, but because they're what I've chosen._

Few knew that Peter's adhesive abilities would function from any part of his body. He most often employed them with his feet and fingertips, simply because it was easier—it had become so engrained into his muscle memory that it was virtually an unconscious decision. But if he wanted to adhere with his forearm, or calf, or shoulder blade, he absolutely could.

_I took up the hammer and chisel and carved those words onto my soul. It was Uncle Ben's death that laid the tools at my feet, but it was my choice to bend down and pick them up. My fingers around them. My hands against the stone._

Peter pressed himself against his confines as much as possible: heels, calves, backside and some of the thighs; fingers, palms, and nearly all of the forearms and arms. The metal dug further into his back, but he managed to get all of his shoulders and upper back touching the cold. He then stuck himself to the machine with every inch of his body he could.

_They are part of me. My choice._

Before, he had been trying to _force_ his prison apart by pushing what was against the front of his body away from the damaged section behind him. Force, however, requires motion. Mass _and _acceleration. Confined as he was, Peter had no room to generate movement.

_And so is she._

With his body adhered to the back of the prison, Peter became a wedge—using compression to bend the cracked pieces apart, rather than force to try to bash them. The pressure his powerful muscles exerted switched from working on both sides of the machine (what was in front of him and behind) to focusing solely on the back side.

_And it's high time I proved it._

He breathed again, like a weightlifter during a regular workout: steadying breaths. With a final, deep inhale through the nose, Peter contracted his arms and legs, trying to curl them back into his torso.

Nothing happened. At first.

_Come on… come on!_

The problems with this new method were twofold: first, it had the possibility of taking some time. The process itself could be slow. Secondly, it would be unbearably painful—not just for Peter's muscles, but also because the closer Peter came to success, the further the metal shard would dig into his back. He was essentially stabbing himself by inches.

Which he began to experience firsthand as the machine let out another groan.

_Gaah!_

He grunted, but kept pulling. His joints were burning, the hips and shoulders more than anything.

_That's it… move!_

The metal wailed again; a higher pitch this time, like an ocean liner listing in stormy waves. More blood rolled down Peter's back, and he couldn't stop a small cry from escaping his lips.

_Gotta try to stay quiet… If Ock catches me here, I'm finished._

Peter knew that this was a war of attrition. If he could break the machine apart before his muscles tore free of themselves, he would win.

Except that they felt like they could go any second. And the infernal thing surrounding him had stopped moving.

_Come on, Peter… come on…_

He gasped in another breath. Oxygen burned through arterial fuses into powder keg muscles—the fibers reinvigorated, however briefly, by reddened blood. His body contracted again, the steel stake driving deeper. A stream roiled down his back, now, cascading over the ridges of scar tissue left from the shrapnel of Avengers' Tower's basement. He'd saved Carol's life that day, and nearly lost his own in the process; the explosion of her power had sent him careening into the wall, filling his back and shoulders with shattered shards of stone. The trauma and blood loss had sent him into a coma, and only a time-travelling supervillain holding a knife to his throat had caused his Spider-Sense to scream at him enough to wake him from it.

Given how every millimeter of skin on his body felt as though it were ripping free of his bones, a coma might have been a nice reprieve.

But there would be no rest. Another breath, another pull, another river of blood flowing through the canyons of muscle and scar.

_I… will not… give up here…_

The machine groaned again.

_This is… my life, Otto…_

Peter could feel tendons near his joints stretching to their limits, taut like guitar strings.

_And you… will not… keep me from it…_

Blood spurted from the gash in his back, now, running down the metal rather than the skin.

_From her…_

Heat streamed around his head and neck, a sweat waterfall pouring from his chin.

_Anymore!_

With a cry of anger, anguish, and abandon, Peter gave a final pull, curling his limbs inward, and his prison shattered. The back side of the machine cracked in half, and Peter peeled himself free of the metal; his eyes snapped wide as the shard drove into his torso, firing another burst of blood; and the intact front side of the prison rolled forward, down the track that had led Peter out of his cell to the meeting room.

Peter fell forward, crashing to the ground on his left side, instinctively twisting into the fetal position. He lay there for a moment, breathing, trying to stretch it out to hours. But he knew that Octavius, or at least a few guards, would be coming to check on the noises they'd heard, so he tried to stand. Only to have the edge of the metal shard scrape against his rib cage.

Feeling a bone be _touched—_hearing the sound of metal grinding against the hardest substance in the body, especially when that sound is muffled by the body's muscle and skin—is damn unnerving.

But Peter reminded himself, again, that Octavius could be on his way, so he reached behind his head with his left hand and stuck his middle finger to the side of the shard.

And then, in a single motion and a howl, he pulled it out and brought it around to face.

The shard was relatively triangular, reminiscent of a prison shank, and about as bloody. Roughly two-and-a-half inches long and an inch wide at the base, two-thirds of the sliver were covered in Peter's blood.

He stood and dropped the shard to the floor, listening to it clink. He stretched his aching muscles, wincing against the pain in his back.

_Aah… If I had my webs, I could at least do some patch work until I get out of here. _He rubbed his shoulder and back near the wound. _I'll just have to deal with it._

He pushed the door open, slowly, poking his head into the hallway before emerging from the cell. As soon as he exited the room he leapt to the ceiling, sticking to the shadows provided by the low-hanging lights. He crawled down the corridor, electing not to follow the track that had led his metallic confines to the Superior Six (Five?) conference room.

Peter passed several groups of patrolling guards. _What did Ock call them? Arachnauts? Yes, because even in a stolen body the man had not one creative bone. _None of those guards were rushing back in the direction he'd come, however.

_Hmm… either Ock genuinely didn't think I could escape, or my cell was way thicker than I believed._

The second thought seemed to have some merit, as Peter had felt a pressure on himself since he'd entered the hall. Something he couldn't quite place, but was there nonetheless—a ringing in his ears, a weight from the air settling on his torso as he crawled along the ceiling.

He didn't like it. Combining this with the feeling of familiarity he was getting from the place, and Peter found himself sufficiently uneasy.

_I could try to find whatever Ock's using to block my Spider-Sense._

He turned right down another corridor and found himself face-to-handle with a door.

_Or I could just get the hell out of here._

Peter dropped to the floor and cranked the handle, stepping over a massive threshold into a mostly dark room. As the door creaked closed behind him, he heard the sound echo, but muddled.

_Creepy echoes? Weird salt smell? Yeah, I don't need Spidey-Sense to tell me this one's not gonna turn out well…_

Floodlights snapped on and Peter threw his hand over his eyes; as they adjusted he could see that the floor extended for several dozen yards in each direction. A pool of some sort sat in the center, with a waist-high guardrail. Several steel shipping containers sat next to the water, unopened; Peter wondered if Octavius was sending something out or bringing it in.

Once his vision improved, Peter lowered his hand to examine the rest of the room and found himself standing before Electro, Rhino, Sandman, and, of course, Doc Ock-as-Spider-Man.

"We need to get these out. I imagine we haven't much time before—" Octavius turned around upon hearing the door slam, and he was forced to take a half-step back upon seeing Peter. "You! How... That's not possible!" Octavius shouted. "I did those calculations myself! It would have taken—"

Everything Octavius had done to him came rushing back to Peter all at once, like waves at high tide during a winter storm. He dove at Ock, without regard for the other villains surrounding him; Octavius, however, saw Peter coming and flipped away with a half-second to spare. Sandman tried to grab him, but Peter bounced off the guardrail and leapt away from his adversaries.

Octavius was on him as soon as he touched the ground, however, snatching Peter up and slamming him into one of the containers. "Are you sure you want to do this, Peter?" Octavius whispered. "No Spider-Sense, no webs; your two greatest assets are gone."

Peter pushed Octavius away with his legs, and the Superior Spider-Man stood next to what remained of the Superior Six. "This doesn't seem fair, does it?" Octavius asked his comrades, "So many of us, only one—"

"Ock!" Peter shouted, crouching down into a ready stance. "Shut up and fight."

Sandman had already moved to Peter's right—his form growing in size, his fists reshaping themselves into massive blocks of concrete. Rhino dropped to the ground, a gust of air bursting from his lungs, his horn aimed at Peter's heart; Electro flashed blue like exploding bulbs, and he floated into the air, energy arcing over his torso and lancing around his fingertips; and Octavius simply cracked his knuckles before bending low into Peter's same fighting stance. "As you wish, boy," he said.


	16. Chapter 16

_**Hello, friends, and welcome to Chapter Sixteen! Once again, there was quite a bit more I wanted to have in this chapter, but it was getting far too long for my liking, so I cut it down. This scene follows directly out of Chapter Fourteen, if you want to read back a bit for some context. As always, please read and review, as I greatly appreciate the feedback; how do I know whether or not I'm writing well if you guys don't tell me? Anyway, thanks for reading, and I hope you enjoy!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Sixteen**

The stairs leading down were so narrow and the ceiling so low that the god of thunder had to both turn sideways and slouch in order to sidle his way along the path. There were no lights in the stairway, but the regular electricity over Thor's hammer, as well as Carol's unconscious glowing (burning off the energy she'd absorbed from the door handle) gave the group enough light to traverse the steep stairs without stumbling.

"May?" Tony asked. "I doubt any of this is looking familiar."

"Not in the slightest," she replied.

Thor looked over his shoulder. His cape, combined with his natural size, prevented the rest of them from seeing anything before them. "Friends," he said, "We come to an exit. Prepare yourselves."

Carol floated up, pressing her head sideways against the ceiling to get a look over Thor's shoulder. The metallic door rested at the bottom, gleaming in the scant white light coming from an arched doorway.

They proceeded a few more steps before Doctor Strange nearly fainted. He fell backwards into Jessica, who gripped his shoulders and stood him back upright. "Doc? You okay?"

"By the Hoary Hosts…" he said, his voice scratching through the air like metal on concrete. "Something is… something is definitely down there. I can't… I've never felt…"

They kept going. Carol held May back, letting the others pass by before continuing on. With a glance, she asked Cage and Jess to stay with Peter's aunt. Whatever was down there, though she herself wanted to be—_needed _to be—one of the first to see it, Carol wanted May as close to the exit as possible.

Thor stepped over the crunched door and into the basement, followed closely by Carol, Tony and Strange. "Odin's Eye," he whispered, taking in a horror he'd never witnessed before, not in the fires of Muspelheim nor Hela's realm itself.

Laid out before them were glass cylinders, dozens of them, each filled with some kind of translucent liquid and a man's body. At least, parts of a man's body. Some were whole, in their own way, the symmetry of regular human anatomy present. Two arms, two legs, two eyes, two ears. Some.

The rest were grotesque. Abominations of nature.

Nearer the door, the bodies had few deformities. An arm that was shriveled and short, or withered skin peeling away from a head and neck. Some were missing hands or feet, or had three claw-like fingers rather than five normal ones.

As the tubes disappeared into the darkness, however, their contents became more and more monstrous. Elements of the spider became prominent: one lacked the lower half of a jaw, graced instead with pincers; another had four thin, hairy black legs jutting from his right shoulder and hip, contrasting the human arm and leg on its left; further down still, on the edge of the shadows, the entire lower half of a body was a giant spider—four legs and a rounded black abdomen, complete with spinnerets, attached to a human torso.

Carol couldn't take her eyes off the sight, though they stung with tears of both shock and rage. She approached the nearest tube and wiped her gloved hand over the glass; part of the face beneath was misshapen, the skin almost appearing to be attached in the wrong places—stretching down from the jawline to the collarbone, or from brow to cheekbone, hanging over the eye socket—but the eyes were open, and Carol could see them clearly through the fluid.

Hazel. And if the body had had life, she knew they would be bright and inquisitive.

The sharpness of the jaw, the half-fullness of the lips. Though the cheeks were sunken in, she could see the high set of his cheekbones, and the shock of messy brown hair on his head, floating in the translucent fluid.

Peter. These were Octavius's clones of Peter.

"Luke, keep May out of here!" she called toward the stairs.

Cage had just stepped over the trashed door, and was holding May's hand to help her over it. He held up a hand to her, and she paused, her ear turned toward the room. "Something wrong?" Cage asked, deciding staying still would be better than trying to peek in.

Carol looked to the others. Thor's face was contorted with fury; lightning arced over Mjolnir and up the armor on his arm like a stampede. Tony and Strange were not as angry but were no less horrified. Strange turned away from the sight, almost as though it caused him physical pain. Tony had his faceplate up, his eyebrows shooting into his hairline and his mouth agape; turning in a slow circle, he tried to take in what he was seeing, and was clearly having difficulty. He locked eyes with Carol and shrugged, the gesture one of a man finally at a loss—both for words and action.

Jess's voice came from the stairway corridor. "Carol? Everything okay in there?"  
"We're fine, Jess," Carol responded. "We just need a few minutes. We want to, uh…" She turned to Tony again, who gave her that same look before she saw the light bulb go off in his head. He pointed two armored fingers at his eyes, then made a circular motion with his arm, a finger aimed toward the ceiling.

Carol nodded. "We want to check the room out, make sure there aren't any traps or anything before you guys come in."

"Okay, Carol," Cage called. "Just give us the all clear when you're done."

She turned back to the tube behind her. He was so _close_. Having not seen Peter's face, his real face, for so long—she didn't realize how badly it had been affecting her. The clone brought it all back into perspective.

This wasn't just a fight to save Peter, to try to get him back from some villains who'd kidnapped him. It was justice against a fiend, who had violated _every _tenant of both man and God Himself in an effort to denigrate Peter's name—to defile the very essence of _who_ Spider-Man was and _what he stood for._

And Peter would have seen this. If he hadn't been captured, he would have found this place. Carol thought of how Peter felt about Kaine, the first in what was now a series of many, many clones. The torment of Kaine's own cellular degeneration—due to the imperfections of the process that created him—had driven him insane, and he had, on more than one occasion, tried to both kill Peter and hurt those his progenitor cared for. In general, Kaine sought to make Peter's life a living Hell.

But Peter never gave up one Kaine. He cured his clone of the cellular degeneration, and—now restored to both a sound mind and body—Kaine lived in Houston, righting wrongs in his own way as the Scarlet Spider.

They called each other brother now.

How would Peter have reacted to this? So many "brothers;" misshapen, broken, damaged forms floating free in glass tanks, the horrors from a circus freak show.

"We have to do something," Carol said. "May can't see this."

Tony turned to her, if only for the chance to stop looking. "Can't we just tell her she can't come in?"

Carol arched an eyebrow at him.

"Yeah, you're right, that won't work."

Carol glanced to her right, where Strange was standing next to a full size bed, medical equipment placed on the shelves and counters behind it. One of the glass tubes sat empty to the left of the bed, its door still ajar. Strange had been quiet ever since his episode on the staircase. She didn't like it.

"Doc?" she asked, taking a step forward.

Strange's head snapped up from where he'd been staring at the floor, and his hand jutted out toward her. "Stop!" he shouted. "Don't move."

Carol looked down at the stone, and noticed for the first time what appeared to be thick red-brown arches painted over the masonry. _Oh, God…_

"Tony," Strange said, pointing to what Carol now saw was some kind of circular sigil surrounding the Sorcerer Supreme, "I need you to analyze this substance."

Taking the few steps over, Tony bent down, a finger hovering over the edge of the circle. "I'm gonna have to take a sample," he said.

"As little as possible, please," Strange said.

Tony scraped his armored fingertip along the ground, then placed the substance in a panel that opened in the side of his forearm. After a few moments, he sighed.

"Well?" Strange asked.

"Yeah."

"You checked it against the database?"

Tony nodded. "Blood type matches. _DNA _matches. Down to the arachnid nucleotides."

Strange breathed heavily through his nose, once, and then his temper exploded. He gripped the bed beside him and upturned it, crashing it into the empty glass case and cracking the open door. From his mouth flew a stream of words and phrases that none of them understood, but even the god of thunder took a step back from the raging sorcerer.

After a few moments Strange calmed, and spoke intelligible words again. "Foul, wretched beasts, the both of them!" He slumped down to the floor, his back against the underside of the bed. He rubbed at his eyes with his left hand before resting it just below his hairline, his right forearm settled on his knee.

Jess ran into the room, most likely in response to the noise, and Carol heard her gasp. She looked to her friend: Jess's steepled hands covered her nose and chin, her eyes wide; she turned away from the sight after a moment and saw Strange sitting on the floor. She took the few steps to stand next to Carol, casting her friend a sideways glance of sympathy before looking back to Strange. "Doc, you okay?" she asked.

For all his mania moments ago, Strange may as well have been stone. They couldn't even see him breathing. Carol knelt down before him, placing a hand on his shoulder. "He didn't have to do it this way," Strange said.

"What do you mean?" Carol asked.

Strange dropped his hand from his forehead and opened his eyes, interlocking his fingers and letting his left arm dangle free. "Doom." He gestured about them, to the symbol that surrounded the upturned bed. "He didn't have to use the blood. He could've used chalk or… or paint. Anything that could've drawn the circle."

Carol turned her eyes to the stones, to the brown, faded color around them. "Does it… make a difference?" she asked.

"Not in the result, no," Strange said. "A soul _is_ as it _will be_. But using blood _would_ have an effect on the _process_."

He stood, using his knee for leverage, and Carol joined him. They turned to the tanks, where Thor and Tony had begun pushing them closer together, trying to get them into the shadows. "Ritual magic is… different," Strange said. "It takes longer to perform, and requires more energy from the practitioner, because they're trying to _accomplish_ more." Strange extended his hand toward the floor. "This isn't just conjuring a fireball or willing a protective shield into place. You're trying to reshape _reality._"

Tony and Thor finished their work, but a full fourteen tanks still stood in the light. "Blood holds power," Strange continued. "Doom could've used another medium to make the circle and still performed the ritual, but it would've been difficult for him—maybe impossible."

"Stephen," Tony called, a holographic interface pulled up over his forearm as he examined one of the tanks. He looked away from it, his expression asking Strange not to continue but knowing the sorcerer would.

"I know," Strange replied. He turned to Carol then, gripping her shoulders, and she shifted her gaze to him. His gray eyes burned with both fury and a warning. "Using blood for the sigil allowed Doom the opportunity to harness the power it held, making the ritual's draw upon his own energies less potent."

Carol understood then, what had happened. Why Strange had been so angry. But she needed to hear the words. She backed out of his grasp. "What power?" she asked, the hardness in her voice cutting the air, the burning of her eyes casting the sorcerer's face in firelight.

Strange sighed. "Life," he said. "Life itself has power, just by being. Blood is the conduit. When it's spilled, that power remains, for a time."

Carol turned back to the tanks, looked at the barely damaged face of a Peter Parker within. "Meaning they were…"

"They were alive," Strange said. "The blood wouldn't have worked if they hadn't been."

A roar echoed through the basement laboratory, Carol exploding away from Strange toward the rows of corpses. Her hands crackled with power, and she fired a photon blast at the nearest tank. Thor stepped in front of it, deflecting it away with his hammer. Carol crashed into his chest, trying to move him by sheer momentum, just enough to slip around and get another shot. But Thor wrapped his massive arms around her—pinning hers to her sides—and gripped Mjolnir with both hands. She struggled, and though he had difficulty holding on, the god had both size and leverage over Carol, and eventually her fury quelled.

Strange approached her as Thor let her go. "I understand Carol, believe me," he said. "What's been done here is a… _perversion_ of everything I believe the mystic arts to stand for. Though the magical energies would still exist, it takes _life_ to harness them, and _intellect _to understand their complexities. Using the power of life, through so many _deaths_, to _cheat _Death of one she is rightful in taking is… _abhorrent_ to me."

Trying to see things from Strange's point of view, Carol calmed herself. She could appreciate his perspective—his offense at how Doom had used the gift of magic, his general revulsion at the loss of life. But it wasn't the same. Not nearly.

Octavius and Doom had killed these clones. _Murdered _them. And though they wouldn't have been the same as Peter, contained his memories or earned his scars, they were still a piece of him. Living, breathing pieces of him that they had drained to husks just so Otto Octavius could drag Spider-Man's name through filth.

"I have a small addendum to that," Tony said, waving them over. They approached the tank where he was standing, and Carol looked at the interface hovering over his arm. "They weren't… _alive._ Not all of them, anyway."

"What?" Carol asked.

Tony glanced over his shoulder at her, then shrugged. "Best I can tell, Octavius was attempting to figure out the cloning process. Despite the fact that the Jackal has already cloned Peter perfectly—several times—Ock's ego probably wouldn't allow him to use a 'lesser mind's work.'" He pointed toward the back, into the shadows. "The earliest attempts came out… well. We saw them. They were too genetically unstable to be viable." He spread his arms wide, and the blue glow of the interface spread with them, highlighting the seven tanks in the front row. "Only these seven appear to have had a chance of surviving."

Carol noted how they were the only ones without particularly obvious spider characteristics. The first had several extra limbs, but they looked human. Hell, that had happened to Peter himself once. "Did they come out… adult? Aged?"

"No." Jess's voice came from behind the bed, and the group turned to face her. Her goggles were pushed up into her hairline, and a leather-bound brown journal sat open in her hand. She lifted the book slightly as she stepped toward them. "Found this behind the bed. I think it's his notes."

The others stepped around her as she held up the book. Photographs pinned to the pages showed the clones in fetal form, accompanied by rapid, scratched-in scribbles detailing various alterations and attempts to replicate the Jackal's cloning process. Tony took the book from her, turning the pages quickly. "This is incredible," he said. "Ock's been working on this for over a year. He didn't even know who Spidey _was _until the last clone reached maturity. Once he saw they weren't… 'perfect,' as he says, he never looked at them again."

"Guys?" Cage called from the hallway, "Is it okay in there?"

Thor turned back to the door. "Another moment, my friend," he said. "Our task is nearly complete."

Tony kept going until he reached the pages with the pictures of the completed clone. "Here it is," he said. "A perfect clone. Genetically stable, aging accelerated to maturity. Peter's powers intact—adhesion, agility, speed, strength, precognition."

He turned the page again, read a few lines, and snapped the journal closed.

"What's wrong?" Strange asked.

Tony turned around. "Doom did… whatever he did while the clone was still fetal. So it seems like he might not know Peter's identity. But," he paused, swallowed once, and licked his lips. "They didn't kill the other clones by draining their blood for the sigil."

Jess took the journal from him, rapidly flipping the pages. "Then what happened?" she asked.

"They only took a few pints of blood from each," Tony said. "Not nearly enough to kill them."

Carol turned back to the closest tank. She rested her left hand against the glass, staring into what she could see of the clone's face.

"They starved to death."

She dipped her head to the ground, closing her eyes. Her palm closed into a fist, and she popped the side of it against the glass, sending a spider web of cracks across the surface. A hand gripped her wrist, and she opened her eyes to see Jess holding her. "I'm going to kill this man," she said, her voice as calm as discussing dinner plans. "Wherever he is, wherever he's holding Peter, he will not step out of that place alive."

Jess looked at her once, a small frown on her face, before they walked back to the group, where Tony was flipping back and forth between two pages. "Alright, I don't understand this," he said.

"What is it?" Strange asked.

Tony held the journal out to him. "Some kind of symbols or something," he said. "I've never seen it before."

Strange poured over the pages for a moment, then shook his head. "Neither have I."

Thor looked it over as well, but had never seen the script either.

"I'm not waiting any more, Luke," came May's voice from the hall.

Carol's head snapped to Strange, her eyes wild. He raised his palms to the tanks and whispered. The shadows behind them stretched forward, engulfing the two remaining rows, wrapping them in darkness.

May entered the room, Cage following right after her. She looked around for a moment, her eyes lingering on the shadows a bit too long for Carol's tastes, before she approached the Avengers.

"I suppose this isn't our final destination," she said. "Have you found anything?" The heroes exchanged sideways glances, and Jess tried in vain to hide the journal before May took it from her. "What's this?" May asked, flipping it open to where Jess had been holding the page with her finger.

She scanned the left page, where the picture of the final clone was pinned. Her fingertips grazed the photo, and Carol saw her eyes moving back and forth over the words. Her lips and chin quavered, and she paused for a moment at the bottom. Then she looked to the right page, and her eyebrows pulled together as her eyes bounced around the strange writing.

Carol stepped next to her. "We're sorry, May," she said. "There isn't much else here. None of us have seen…"

"I know this," May said.

"What?" Strange asked. "How? Where have you seen it before?"

May groaned, and rubbed her forehead with her thumb and fingers. "I need to make a phone call."


	17. Chapter 17

_**Hello, friends! Merry Christmas and Happy Holidays! For Christmas this year, Santa Tweak-23 brings you a NEW CHAPTER! Anyway, I hope you guys enjoy this, I really do. We're getting close to the end of this one here, friends, so get ready for some more chapters to be coming quick and fast. As always, please read and review, as I greatly appreciate it.**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Seventeen**

"I don't like this, Stephen," Carol said, her eyes locked on May at the elevator, the older woman pacing with a cell phone.

"Which part?" Strange asked, his arms crossed over his chest. The golden eye medallion glinted in the tower's fluorescent lights, his flowing red cloak floating over a chair in the corner.

"She's a civilian," Carol replied.

Strange cocked an eyebrow. "And May isn't?"

"Not like this."

"Like what?"

Carol sighed, pinching the bridge of her nose. "We don't know what she knows," she said. "She might have known everything. Or nothing." Carol gestured toward the elevator, her voice raising in volume. "The less she knows, the more we're revealing. This is _not_ a stupid woman, Stephen."

The elevator dinged, and May reached down to shake hands with their guest. The pair conversed for a moment before stepping through the double glass doors of the conference room and approaching Carol and Strange.

"Anna Maria Marconi," May said, extending her hand in a wide, inclusive arch, "This is Dr. Stephen Strange, and Captain Marvel."

Strange gripped Anna Maria's hand. "Miss Marconi."

"_Doctor _Marconi," she replied.

"Ah," Strange said, releasing her hand. "Doctor. My apologies."

Anna Maria turned to Carol, her hand extended. "Ms. Danvers," she said.

Carol's lips twitched upward. She _knew_ this was a mistake. Her gloved hand wrapped around Anna Maria's, careful of how much pressure she exerted. "Nice to see you again," she said.

They separated; Anna Maria unbuttoned and removed her coat. "I'd say I almost didn't recognize you, but…"

She trailed off, walking past the heroes to place her coat on the wooden table. "Don't worry, May filled me in on everything," she said. "After what Peter told me… it made a lot of sense."

Carol looked to May, but the older woman was watching Anna Maria and Carol couldn't catch her eye. _She wouldn't have told her Peter's identity. There's no way._

"I mean, Peter's been missing for over a month," Anna Maria continued. "And Spidey getting nabbed not long after that? It's not a coincidence."

With a sigh, Carol thanked God for Matt Murdock and his ironic sense of foresight. In her panic to find Peter, she'd forgotten that Spider-Man still needed to be seen stopping criminals; Daredevil, however, had not, and had taken one of Peter's spare costumes out into Hell's Kitchen a few times, just so Spidey was still visible.

"Yes, Peter has been working with Spider-Man for some time," May said. "Of course Spider-Man would attempt to find him. They're friends."

"And get caught by what's left of the Sinister Six in the process," Anna Maria said. She pulled a chair from the table and sat down. "So I hear you have something for me to look at? I don't know how much help I can be, though."

May stepped forward, dropping copied pages from the back of Octavius's journal. She spread them out with her fingers, showing three. "I thought you might recognize these," she said.

Anna Maria picked up the top page, scanning the writing with her fingers. "This is my short-hand," she said.

Strange approached them, looking over Anna Maria's shoulder. "Your what?"

"My short-hand," Anna Maria replied. "I'm a chef in my spare time, but I use physics and chemistry to perfect my recipes. This script is the short-hand from my cookbook."

Carol had to stifle a laugh at the insanity. Their lead from Octavius's little basement of horrors—the one that was supposed to lead them to Peter, that was supposed to help them rescue him—was from a cookbook?

"Give me a little time to translate this," Anna Maria said. "Shouldn't take more than a half an hour."

"If you'll excuse me," Strange said, "I must contact Wong; don't want some dimension-hopping demon to breach our world while I'm busy here, after all." He stepped out of the room, leaving the three women around the table.

Anna Maria scribbled a few words. "How did you notice this, May?" she asked without looking up from her work.

"Oh, surely you recall the dinner you cooked for Jay and…" May paused, swallowing hard against a heavy breath.

Anna Maria set down her pencil. "Oh, May, I'm sorry. I didn't even think—"

"It's alright," May said, raising a hand. "We find my nephew; once Peter is safe, I can grieve."

"Still," Anna Maria said, writing again, "I'm sorry. And yes, I remember the dinner now. You were so adamant about trying to help, but when you looked at my cookbook…"

May laughed. "I said it looked like Peter's work, the kind of thing I couldn't understand even when he was in high school."

The pencil scritched along the paper. "I'm amazed that you recognized this from that glance though," Anna Maria said.

"It wasn't all that," May replied. "Just a guess."

The older woman approached Carol. "I'm going to go lie down," she said. "I suspect that whatever's coming next, I won't be of much use." She walked through the glass door, and Carol was alone in the room with Anna Maria.

Carol pulled out a chair and sat down. The sound of the pencil rang through the room, drowning the hum of flowing air. "I want to thank you for coming in to do this," Carol said, if for no other reason than to interrupt the thrumming.

The pencil kept going. _Alright, I guess it's gonna be like that, then._ Carol leaned back, crossing her legs and throwing an elbow onto the back of the chair.

Anna Maria's head popped up, and she looked to Carol. "Sorry," she said, "Got lost in the work." She glanced at the paper again before setting the pencil down, then sighed. "I should've recognized you when you came to the apartment that night."

Carol's eyebrows pulled together, and she shook her head.

"There weren't many pictures of the two of you together, but there were a few," Anna Maria said. "Social media lets nothing die, after all."

Carol breathed a quick breath through her nose. "Well, you know…"

"I'm guessing Spidey introduced you?" Anna Maria asked.

In spite of herself, Carol had to smile at the irony. "Yeah, he did."

Anna Maria nodded. "I saw the Bugle story about you heading into space. But again those few pictures… without seeing you in costume, it's just… hard to recognize."

"I get it," Carol said.

"Anyway," Anna Maria said, the pencil gliding across the page again, "This was the least I could do. Really." Another few moments passed, the two sitting in silence. "I guess this has been kind of difficult for you, too," she continued. "First your old boyfriend going missing, then your teammate."

Carol sighed. "Spidey's more than a teammate. He's my friend. But yeah."

Anna Maria wrote on, setting the first copied page to the side. "I met Spider-Man a few times, briefly. He saved my life once. Peter—" she cut herself off, dropping the pencil again to twist her wrist a few times. _"Octavius_, I suppose, mentioned him occasionally as well, though it was always with praise, strangely."

_If she keeps going down this road, she might start to figure it out_. "He was playing the role, probably. Peter's been making gear for Spidey since they were in high school. He couldn't just change his perspective on a whim."

"But he could've sabotaged the equipment," Anna Maria said. "Put a bomb in Spidey's web-shooters or something."

_Crap crap crap crap…_ "With forensics like ours? Tony would've noticed something like that in a metallic heartbeat."

Anna Maria settled back into her chair, her eyes turned back to her translations. "I guess you're right," she said.

Carol pushed another sigh through her nose. She slid the finished page across the polished wood and held it up—something for her hands to do, so her brain wouldn't have to. She knew that Peter had been gone long enough that any hope of his survival was gasping for air. The only chance was in Octavius's obsession; even with Peter's televised torture a week prior, the only thing that could possibly keeping him alive was Doc Ock's desire for Peter's suffering before dying. Jay's death was evidence enough.

The fact that their only lead was from out of a cookbook, well…

"This is impressive," Carol said, setting the paper back on the table. "You said you're a chef?"

Anna Maria hummed an affirmative. "It's a hobby. I'm a scientist at heart, but I love food." She set the second paper to the side, sliding over the final one.

Carol gave a light laugh. "I always wished I could cook; I never learned. Peter and I were both big junk foodies—I'm pretty sure we kept Jake's hot dog stand on 38th in business during the winter last year."

A small laugh rose from the other woman, and Carol was surprised at how genuine it sounded. Her smile faded, however, as Anna Maria's fingers traced over the words she'd written and her eyes seemed to stare through the table. "I wish I could've known him," she said. "The real him, I mean. From everything I've heard, from May, and you, and even some of our employees who used to work with him at Horizon, he was a great person." Her hand moved from her translations to the copied pages of the journal. "Not someone who was capable of… all this."

In that moment, Carol realized what had happened to Anna Maria. Yes, Peter had been taken, and Carol had lost the man she cared for.

But for Anna Maria, the man she cared for had never been there at all. She had believed herself tutoring Peter Parker, cooking dinners with Peter Parker, _having sex _with Peter Parker.

All a lie.

Anna Maria was just as much a victim of Octavius as Peter was.

Carol reached across the table and took her hand. "I'm sorry for what happened," she said.

"Hey, don't worry about me," Anna Maria said, her smile half-hearted but warm. "I'll survive."

"You're going to do more than that," Carol said, giving her hand a squeeze. "You're going to _live_."

Anna Maria looked away for a moment, then turned back to the pages. She wrote another few lines, then slid her translations across the table. "There," she said. "It's finished, though I can't say what it is. I mean, it looks like a grocery list to me."

"Grocery list?" Carol asked, taking the paper from her.

"Yeah," Anna Maria said, tucking a lock of hair behind her ear, "A grocery list for some serious construction."

Carol looked down at the translations. Heavy duty concrete and steel, thick glass, powerful adhesive sealants; Octavius was definitely building something, but she had no idea what. "Well, if he's doing construction," Carol said, "Then it's fortunate we have an expert on hand."

**XXXXXX**

Fifteen minutes later Carol was standing in the workshop with Strange, Jessica, Cage, Thor, May and Anna Maria, watching Tony fiddle with a holograph of the various components in Octavius's list. "This doesn't make any sense," Tony said, tossing another pile of translucent hard light concrete into the corner. "There must be more to the list or something, because there is _not _enough material here to build anything substantial."

"What could it be used for?" Jessica asked.

Tony ran a hand through his hair and scratched the back of his head. "I'm not entirely sure," he said, the hand in his hair flopping back down to his side. "The glass implies some kind of windows, but its thickness—the materials used to make it—it's _more _than bulletproof." He gestured to the holographic rectangles in the corner. "I'd say he was putting it in some kind of vehicle if it weren't for the concrete. I don't know where that stuff fits in."

Anna Maria approached the blocks. "Can you show their chemical makeup?" she asked. The materials appeared before her, blue lines attaching the list of components to one of the translucent blocks. Her hand rested on her chin as she scanned the words, her finger tapping against her bottom lip. "This stuff is _dense_," she said after a moment. "Looks to be designed to withstand tons of pressure."

"That still doesn't explain why there's so little material," Strange said.

"No, it doesn't," Tony said. "The pessimist in me wants to say Ock built some kind of crazy prison cell, but there's probably too _much _material for that."

Thor stepped forward, his eyes shifting between the glass and concrete. "What if the villain's design was not to construct," he said, "But to restore?"

Tony's face brightened. "Repairs! Oh my God, he's making repairs!"

With a gesture the holographs disappeared, replaced with a simple list of the components. "Ok, what do we know, what do we know," he said, his voice low. "Concrete, glass, sealants… you said everything was rated for high pressure, right?" he asked, turning to Anna Maria.

"The concrete was, for sure," she said, "I didn't look at the rest, though."

Tony turned back to the hologram. "No big deal, I got it," he said. "Jarvis! Give me chemical breakdown of the glass and adhesive sealant, please."

"Oh, you say 'please' now, sir?" came the A.I.'s accented voice, seemingly from the room itself, as the list of the components' chemical structure appeared.

"Shut up," Tony said.

Anna Maria moved closer, her eyes flashing back and forth over the words. "Same thing here," she said, "rated for high levels of pressure."

"Could mean space," Cage said.

Carol shook her head. "That doesn't feel right. Not for a guy like Ock."

"She's right," Tony said. "These may be pressure treated, but they're not 'vacuum of space' pressure treated."

"And look here," Anna Maria said, pointing to a pair of elements in the adhesive. "These two together would make the adhesive—"

"Water resistant," Tony said. "He's underwater." His fingers flew over holographic keys, and a moment later a map appeared before them, showing the ocean off the coast of Guatemala. "Right around here is the underwater base he was using just before he died," he said.

Thor's grip tightened on Mjolnir's handle. "Where he controlled us," he said.

Tony nodded. "I can check into shipping reports in the area to see if there have been any unusual shipments—"

"That's not it," Carol said.

The group turned to her, Tony's eyebrows pulled together, his mouth agape. "How do you know?" he asked.

Carol stepped forward, her eyes focused on the map. "Jarvis," she said, "Can you pull up the locations of all the known bases used by Doctor Octopus?"

The map changed to a section of the Northern Hemisphere, with several dots in and around the New York area. "How does this help?" Cage asked. "You just pulled the map _out_, not narrowed it down."

A sigh pushed out of her nose, her lips pressing into a tight line. "Show us the bases in the New York area, please."

Ten to twelve red dots popped up around the five boroughs, most inside Manhattan itself, with one or two in Queens and Brooklyn.

And one sitting in the middle of the East River.

"There," Carol said. "That's the one we're looking for."

Tony glared at the dot like it had offended him. "Where in the hell did that come from?"

"This underwater base was used by Dr. Otto Octavius," Jarvis said, "At the time alias 'Master Planner,' to gather and contain a radioactive substance called 'ISO-36.'"

May gasped, and the group turned to her. "May?" Strange asked.

"That substance," she said, "It saved my life once."

"That was Peter; he—" Carol glanced quickly at Anna Maria. "He figured out that you'd been exposed to some kind of radioactivity, and that ISO-36 could purge you of it. He asked Spider-Man to retrieve it from the 'Master Planner,' who turned out to be Doc Ock."

She remembered when Peter first told her this story. He'd said it was one of the most harrowing and dangerous fights of his early career as Spider-Man, the first time he'd really tested the limits of his powers. The ceiling of the underwater base had collapsed on top of him, the freezing waters of the East River slowly pouring into the room. With the ISO-36 only feet from him, Peter had somehow found the strength—through the increasing water pressure, the cold, and his own growing fatigue—to lift the ceiling and save his aunt.

"It was one of the first times they worked together," Carol finished.

"One question," Tony said, his index finger raised. "What makes you so sure that this is the base we're looking for and not the one Ock's used much more recently?"

Carol pointed to the map. "The transmission," she said, nodding to the map. "When Spidey took out Chameleon. You said you traced it to within the five boroughs, right?"

Tony nodded.

"Well I don't think they'd have moved him too far," she continued. "They probably needed special facilities in order to keep him contained."

Tony stroked at his beard, his lips askew.

"This one _is_ closer," Jessica said. "If it's not the one in the city, we can go check out Guatemala."

The wall behind Tony opened, and he turned around to step into his armor. "All right," he said, "Jarvis, upload the location to my armor. And someone call Steve."

The map changed to a picture of Cap's Avenger's ID card, which was quickly replaced with an image of the man himself. "Have you found him?" Steve asked.

"We think so, Cap," Cage replied. "Everything good out in San Fran?"

"We're just finishing up," Steve said. "I'll get the Quinjet loaded. Where are we meeting you?"

Strange pulled on his coat. "Back at the Tower, Captain," he said. "Spider-Man is still in the city. We believe Doctor Octopus is hiding out in a base beneath the East River."

Steve ran his hand over his chin. "Underwater base, huh? All right. We'll be there as soon as we can."

The image faded, but Carol was already heading for the door. "Carol, wait!" Tony called. "We should wait for the others, go in full force."

Her eyes flashed white-hot, and she snapped back on her heel. "I know where he is, Tony," she said, her voice thick. "And I'm not waiting another second. You can follow me, or wait. I don't care. But I'm getting him back."

Carol flew out through the doors, the glass shattering as they struck the walls.

"Dammit," Tony said. "Everyone into the Quinjet. We're not letting her do this alone."

**XXXXXX**

Carol thought back to Peter telling her the story. "I found an entrance in a blind alley on the docks, between a pair of warehouses. There was a tile that opened a hidden door in the wall."

But he'd needed his Spider Sense to tell him where to go. And she didn't have one.

So she did what any woman in her situation would do: she smashed the floor in every alley she came across until she found the switch. The dock workers weren't happy, but they could get over it.

The hidden door opened and closed too quickly for her to enter the first time. But now she knew where it was. So she kicked it down. If nothing else, the others would be able to follow her trail of destruction.

Carol bolted down the tunnel. She could feel when she passed beneath the river; the air around her felt tighter, pressing against her like a bandage wrapped too tightly against a wound.

Large metal doors loomed at the end of the corridor, and Carol slammed through with her shoulder, the doors spinning away from the hole she left in the wall.

The room she entered was large and domed, with round vents circling near the top of the dome. A column bisected the room in the center, presumably lending some stability to the structure. Scorch marks and patches of sand marred the metal floor, and webs wisped in the moving air from the vents.

And then she saw Peter. Lying on his side, near the column.

"Oh, no," she said, her voice the sound of metal scraping against concrete. "No, no, no!"

Carol ran. She felt as though the river outside had flooded the room, her legs were so slow, but she ran.

And he was in her arms.

His body was torn and burned, and almost nothing remained of his suit; blood crusted against the side of his head where it had run freely from his ears. He was too gelatinous and stiff at the same time, too _there _and very much _not_.

His face was gone. What remained of his mask was blackened and fragile.

"P-Pe…" Carol couldn't say his name through the tears.

_Not again. Please, God, not again._

Michael had been stolen by Mystique. Mar-Vell by cancer. Simon by his own ego and ignorance.

And now Peter.

Her hand trembled as she placed it against the side of his face. She rested her forehead against his and let the tears fall uninhibited.

Carol thought back to the day she met him. His face was buried in a computer, and he'd tossed her a "Hello, lady," without looking up from it. She'd only gotten _that _because Mary Jane had ordered him to.

She'd thought he was a jerk.

Who knew she'd fall in love with him?

A howl tore free of her chest, and it felt like the last sound she'd ever make. Part of her thought that might be okay, to just lie down next to him there on the metal floor and never get up again.

But a much bigger part of her welled up with a fury she'd never known before.

_Octavius._

Power barreled through her body, power that she hadn't felt in… she couldn't remember how long.

And as fire flared through her hair and her skin flushed bright red, she looked down at the corpse of the man she loved with one thought pulsing in her mind.

_Blood._

**_A/N: I don't usually do these author's postscripts, but I thought it might be necessary for this one. Some of you might be upset with me. THE STORY IS NOT OVER. PLEASE trust me. I wrote this story specifically to be a response to how terribly Marvel in general and Dan Slott specifically handled the Superior Spider-Man story arc, while fitting it into my overarching "Doomed" trilogy. I'm not finished yet._**

**_Not by a long shot._**


	18. Chapter 18

_**Hello, friends, and welcome to Chapter Eighteen! Things are really going to heat up with this one, so I suggest you fasten your seatbelts and put all trays in their upright and locked position! As usual, please read and review, I greatly appreciate the feedback. Thanks!**_

_**Disclaimer: All characters owned by Marvel.**_

**Chapter Eighteen**

The Avengers heard the echo of a scream only seconds before a wave of power slammed into them, sparking the fluorescent lights and shaking the foundations of the tunnel. Strange and Spider-Woman were thrown against the sidewalls, while the others, even Thor, were halted in their tracks.

"Odin's Beard," Thor said.

The sensors in Tony's suit erupted, their sirens reverberating inside his helmet.

"What is it?" Cage asked.

An interface popped up over Tony's left arm; the bars were shooting into the red, nearly to the top of the screen. "I don't know," he said, "But it's powerful. Cosmically powerful. Like, nearly Galactus-level powerful."

Strange stood, Jessica helping him to his feet. "That sounds like something we might want to be concerned about."

"Right now I'm more worried about that scream we heard," Jessica said.

"Indeed," Thor said. "Let us see to our comrades. Afterward we may concern ourselves with whatever power our enemies have amassed."

They continued down the corridor, the god of thunder out in front in case of another wave of force. As they reached the end of the passage, the Avengers found themselves standing before a pair of thick steel doors—at least, they used to be steel doors. They'd been nearly folded in half by whatever had plowed through them, burned and scorched by the heat of its passage.

What they found on the other side was much worse.

The large room beyond had been shattered by whatever force had erupted from its center. Vents circling the high domed ceiling bent inward, or had been so damaged that they hung loosely from whatever few bolts remained; the room's lighting did much the same, sparking and swaying from their power lines.

And kneeling in the center of the room, they saw the source.

Carol's body burned bright and loud, her hair transformed into fire, her skin the red of melting steel. When she opened her eyes to them, they flared with white light, and heat rolled off them as over desert sands.

In her arms she held the body of Spider-Man.

"Oh, no," Jessica said. "No, this can't be happening…"

Mjolnir dropped to the ground, its echo rebounding off the high ceilings and the metal. Thor followed it, falling to his knees; he lifted the helmet from his head and pushed the long blonde hair out of his face. He set his helmet down next to his hammer, and even from beneath the waters of the East River and the steel and concrete of the bunker, the others heard the thunder. "He rests now in Valhalla, in the highest seat of honor," he said, his voice low. Electricity arced over Mjolnir's Uru surface. With a howl, the god of thunder scooped up his helmet and hurled it into one of the vents on the ceiling; it plowed through the steel like a bullet through paper, and what remained of the slats rained down into the room.

Dr. Strange cupped his hands over his nose and mouth, his fingers a temple over his face. Tears welled in his eyes briefly before cascading down his high cheekbones, and he felt himself double over for a second before standing upright and placing his hands on his hips. He took a deep breath to steady his nerves, then dropped to the floor, on his knees, and began uttering what sounded like a prayer.

Tony, Jess, and Luke Cage all stepped forward, toward Carol, but one of Tony's sensors sounded again. "What?!" he yelled at his suit, his voice thick.

Jess reached her friend first, and knelt down next to the body. She'd removed her goggles, and her hands hovered over Peter in rapid movements, as though everywhere she tried to grab him radiated heat. Carol's head moved toward her friend slowly, and she looked as though she were about to say something when Cage placed a hand on her shoulder.

"I'm so sorry, Carol," he said.

Tony finished examining the feed from his suit, and his head snapped up. "Luke!" he called.

Carol's eyes turned to Cage, then back down to Peter, where she laid him back onto the metal surface of the floor. "Not yet." When she spoke, her voice reverberated like nine or nine thousand, and such was the weight and power of the sound that Cage was pushed away from her by inches. As he fell back, however, Carol reached up and caught his hand with her own.

Then she crushed it. With ease.

Cage howled in pain, but Carol squeezed further. The heat streaming from her glowing white eyes flowed faster. Tony could see tears evaporating at the edge of her eyelids.

"But you will be."

**XXXXXX**

A concrete fist slammed into the floor.

"Ock!"

The searing flash of electric bolts blacked out the room briefly, striking where the concrete had just been only a second before.

"You said it wouldn't be this hard!"

Rhino's horn plowed into the sidewall; had it not been for a second outer layer of protection, the East River would've come pouring into the base.

"It shouldn't be! I don't understand!"

Webs fired out of the underside of Octavius's wrists, but instead of hitting their intended target, they stuck Rhino's face to the wall. The other villain cried out in fury.

What remained of the Superior Six turned their heads to watch the burned and bleeding shape of the Amazing Spider-Man vanish into the shadows of the ceiling.

Octavius fired a web and followed him, grabbing Peter about the waist; but Peter was already rolling in mid-air, and by the time they reached the ceiling Octavius was facing the opposite side. Peter's feet pressed hard against Octavius's chest and plowed the Superior Spider-Man into the metal. Octavius howled, but turned his hands and feet to adhere to the surface.

Peter rolled forward, over Octavius's shoulder, and sprinted along the ceiling. With a grunt and a scrape of metal, Octavius was chasing again.

Despite lacking his Spider-Sense, Peter's other five were all functioning perfectly; he heard a shout from below, another from behind, and smelled the air burning around him. He leapt off the ceiling just as a bolt of electricity struck where he'd been, missing Octavius by centimeters.

Eventually, however, his luck was bound to run out. Sandman would catch him with a solid fist, or Rhino would finally manage to gore him. Blood rolled out of the wound on his back, and whatever device Octavius was using to block his Spider-Sense was starting to make his head pound.

It was this pounding that allowed Octavius to get the drop on him. Disoriented as he was, Peter didn't see Octavius land behind him. The villain threw one arm around Peter's neck, with the other gripping at the back of Peter's head. Peter was able to get a hand between Octavius's arm and his throat, but only just.

"How are you doing this?" Octavius whispered in his ear. "You can't see our attacks coming!"

Peter grunted. "I trained how to fight without my Spider-Sense, you moron," he said. "Check those memories you stole, you'll find it."

The Superior Spider-Man tried to drag Peter to the ground, but Peter stuck his feet to the floor, his thighs burning with the effort of holding himself upright. "I've seen you developing your idiotic fighting style. I've tried to use it. But it hasn't worked like this!"

"That's because _you're not me_," Peter said. "Training develops muscle memory, Ock. The retracing of the neural pathways in the brain that allows for repeated tasks to be performed more easily? You can remember the moves all day long, but how old is that cloned brain of yours, technically? Five, six months?"

Octavius growled, and pulled harder. Blood spurted out of the hole in Peter's back, trailing a line down the front of the other Spider-Man's costume. Peter threw his elbow back, but Octavius caught and held it, using it as leverage to pull harder toward Peter's neck. In a bout of desperation Peter released his feet from the floor, letting the force of Octavius's pulling slam them both onto the steel. Peter's head snapped back into Octavius's face, and he heard the telltale crack of bone.

Instinctively Octavius pushed Peter off of him, rolling away to throw his hands over his broken nose. But as Peter breathed in a deep gulp of air, a shadow fell over him, and he turned to see the massive concrete block of Sandman's fist careening toward him.

_Parker Luck finally caught up with me… I'm sorry, Carol. I tried…_

That was when the scream hit his ears, and the wave of power burst into the room.

**XXXXXX**

Cage was down within seconds.

Carol had destroyed his hand, and when he'd tried to back away, she'd pulled him in and punched him square in the chest. The cracking sound of his ribs giving way had nearly echoed off the high ceilings, but the clang when he'd caved into the metal sidewall had snapped the others to attention like a gunshot.

Thor erupted off the floor, attempting to pull Carol into a bear hug; but she simply sidestepped, grabbed his arm as he passed, and hurled him into one of the vents surrounding the room.

"Carol, what in the hell?!" Jess screamed, trying to grab her friend by the arm and turn her around.

She might as well have been trying to turn a building. Carol turned, slowly, her eyebrows pulling together creasing the red skin of her forehead. With an invisible snap her hand was around Jess's throat.

"I don't know how you healed so quickly," Carol said, lifting Jess off the ground and nearly pulling her nose-to-nose. "Or why you thought impersonating my best friend would be a good idea… but for what you've done to him…"

The fingers of Carol's other hand closed over Jess's mouth, the thumb and index pressing with enough pressure to crack the cheekbones. "You want to live a faceless life, you monster? Then I'll be happy to oblige you."

Blood seeped from Jess's jawline, her skin pulling away from around her ears. It was only Dr. Strange's intervention that prevented Carol from tearing off her best friend's face.

Unfortunately for the good doctor, it was enough that she took notice of him. She discarded the unconscious Spider-Woman and turned around, her burning white eyes scanning the room until she saw Strange standing beneath her, his hands glowing orange and his fingers hyperextended. "You glorified street magician!" she shouted, firing a photon blast with so much concussive force that it threw both Strange and Tony back into the hallway leading into the room. Carol began to follow them, but Thor was back on his feet, and careened into her while she was distracted.

"What in all the hells is going on?" Strange asked, wiping a stream of blood from the side of his forehead.

"It's gas!" Tony said, helping the doctor to his feet. "Whatever hallucinogenic gas Mysterio used on Peter in that broadcast, he's pumped ten times more of it into that room. She's seeing _us _as the Sinister Six!"

Thunder rumbled from within the room, and they turned to see Thor swinging his hammer toward Carol's side, lightning arcing off the handle and down his arm. Carol, however, ducked beneath the swing, and delivered a vicious right hand to the thunder god's stomach. Thor doubled over, and a spurt of blood mingled with the saliva that tumbled from between his teeth. "I don't know what you did to make yourself so much more powerful," Carol said, "But it won't matter. You won't survive this."

Her hands came down in a double-fisted strike at Thor's head. He managed to raise Mjolnir to deflect the blow, but its force still sent him crashing through the floor. The hammer exploded out of the hole only half a second later, plowing into her chest, but it was only enough to move her back a few feet before she shrugged it off and it flew back to Thor's outstretched hand.

"We've got to destroy the vents," Tony said, firing his repulsors into a pair of them. "That's how the gas is getting in."

With practiced and concentrated movements, Tony and Strange destroyed what remained of the vents, Strange ensuring that they were sealed to prevent any more of the hallucinogen from entering the room.

Tony moved to head back inside, but Strange grabbed his arm. "Do you think that might not be Peter's body lying in there?"

Another wave of concussive force burst outward as Carol clashed with Thor above the charred corpse.

"All I know is, _she _thinks that's Peter's body, and that _we're _responsible for it." Tony fired another repulsor blast, turning Carol's body so her fist missed Thor's face by inches. "If Peter _is _still alive somewhere, well… here's hoping Steve gets here with the others soon. Because if we don't contain this, right now, she'll drown us all before we even have a chance to look for him."

Tony charged back into the room, and Strange stood in the doorway for a moment before mingling a brief word and gesture. Blue light glowed over his nose and mouth, and he breathed in, exhaling a glowing dust a second later. He watched as Carol dodged Tony's punch, then crushed the armor around his left side with her counterattack. "May the Vishanti watch over us," Strange whispered, his hands aglow with mystic energy as he rejoined the fight.

**XXXXXX**

Sandman dissolved under the concussive force of the wave, and both Electro and Octavius were hurled into the walls. Even Rhino had to dig in his heels to prevent himself from being thrown across the room.

Peter only survived by adhering to the floor with his back, though it pulled at the wound there and caused him to cry out a bit.

The hole where Rhino had rammed the wall cracked further, and a small leak began to trickle into the room.

_I know… I know that voice!_

Peter was the first to regain his footing, but Octavius wasn't far behind. The two Spider-Men clashed in the center of the room, near the pool leading down into the river. They tumbled together, trading and blocking blows; Octavius was stronger, less damaged, but Peter's experience and technique led to him landing on top of his foe, his hand raised to strike Octavius's head into the metal floor.

"What have you done?!" Peter shouted, his fist trembling near his right temple.

Even through the mask, Peter could see Octavius smiling. "What I promised," he said. "I told you your friends in the Avengers would all die, that you would watch while your precious Captain Marvel wasted away to nothing. And, in a masterstroke worthy only of such superior intellect as mine, I've accomplished both at once."

A shadow fell over the Spider-Men, but Peter was so preoccupied with Octavius that he didn't see it until it was too late. Rhino grabbed Peter's outstretched arm and pulled him to his feet, head-butting him before he had a chance to react. Dazed, Peter watched Octavius rise to brush the dust and dirt away, lift his mask to spit out some of the blood trailing from his broken nose.

"We can kill him now, yes?" Rhino asked. "No more games?"

Octavius stroked his chin through the mask. "Only a small one, my friend. Only a small one."

With a series of button presses on his gauntlet, a panel opened in the sidewall, showing a reinforced one-way mirror. On the other side, through what little visibility he had around Rhino's massive fingers, Peter could see Carol clashing with several Avengers, including Tony, Thor and Dr. Strange.

She was in her Binary form.

_Dear God, no…_

Tony hurled a punch at her, which she dodged, and with a single strike to his left side crushed his armor against his ribcage. Peter was sure that he could hear Tony's bones breaking _through_ the wall.

"My friends!" Octavius called, gesturing to the group around him. Electro joined them at the window, though his body still sparked and shuddered on occasion, and Sandman had reconstituted himself enough to have a form that could see through the window. "Let us watch the destruction of these Avengers who gathered to stop us!"

He turned to Peter with a snap, his hands wrapped around either side of Peter's head. "All of them," he whispered.

Then Rhino released him, and Octavius whirled them around, hurling Peter through the one-way window that had opened just long enough for Peter not to crash through it.

Avengers littered the ground around him. Jess lie crumpled and bleeding next to a body that too closely resembled his own. Cage was motionless, his legs dangling from the hole he'd made in the wall. Dr. Strange leaned against the wall, nursing a knee that was bent far too much in the wrong direction. Tony was only a few feet from him, but every inch of his armor was dented or sparking, and the arc reactor in the center of his chest was barely holding a flicker.

Thor dropped to the ground before Peter in a heap, the clang of his fallen hammer echoing off the high metal ceiling. The god of thunder was not out yet, but it was clear that whatever power Carol held in this form was simply too much for him.

"You!" Peter heard, and though her voice sounded like it was on the wrong frequency, it was still music to his ears. He looked up to see her burning white eyes boring into him, and a new wave of energy burst from her body like a solar flare.

_This is not going to end well…_

Power gathered around Carol's fists, and she charged toward Peter, her face contorted into a mask of absolute loathing. "This time you die for good, Octavius!"


End file.
